[NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY
JURISDICTION WHERE ITS PUBLICATION WOULD BE UNLAWFUL]
Communication in accordance with article 8, §1 of the Royal
Decree of 27 April 2007 on public takeover bids
Liberty Global plc (NASDAQ: LBTYA, LBTYB and LBTYK) has an
indirect wholly-owned subsidiary, Liberty Global Belgium Holding
B.V., a private limited liability company incorporated under the
laws of the Netherlands (Liberty Global Belgium Holding).
Liberty Global Belgium Holding announces today that it is intending
to launch a voluntary and conditional public takeover bid for all
the shares of Telenet Group Holding NV (Telenet) that
Liberty Global Belgium Holding does not already own or that are not
held by Telenet (the Intended Offer). Liberty Global Belgium
Holding has been the controlling shareholder in Telenet since
February 2007 and currently owns 59.18% of Telenet’s outstanding
issued share capital. Telenet owns 3.12% of the outstanding issued
share capital in treasury.
The Intended Offer would be an offer in cash at a price of EUR
22.00 per share. This price represents a premium of 59% compared to
the closing price of Telenet on 15 March 2023, and a premium of 52%
compared to the volume-weighted average trading price of Telenet
over one month before such date.
If Telenet’s ordinary general meeting of 26 April 2023 approves
the payment of a gross dividend of EUR 1.00 per share as proposed
by Telenet’s board of directors and the ex-dividend date (3 May
2023) falls prior to the date of payment of the offer price, the
offer price per share will be reduced by the total gross amount of
such dividend (before any applicable tax deduction).
The Intended Offer would be subject to the conditions that, (i)
as a result of the Intended Offer, Liberty Global Belgium Holding
must, together with Telenet, own at least 95% of the shares in
Telenet and (ii) no material adverse change occurs with respect to
the closing quote of the BEL-20 index and shares of specified
market peers of Telenet prior to the date of the initial acceptance
period of the Intended Offer.
If, following the Intended Offer, Liberty Global Belgium
Holding, together with Telenet, own at least 95% of the shares of
Telenet and have acquired, by acceptance of the Intended Offer, at
least 90% of the shares that are the subject of the Intended Offer,
the Intended Offer will be followed by a simplified squeeze-out bid
subject to the same financial conditions as the Intended Offer.
Liberty Global Belgium Holding has informed the chairman of
Telenet’s board of directors of its intentions and Telenet has
issued today a statement expressing that, subject to customary
conditions, its board of directors unanimously supports and
recommends the Intended Offer. Since Liberty Global Belgium Holding
already has control over Telenet, the independent directors of
Telenet have appointed Lazard BV/SRL as independent expert to draw
up an independent expert report in accordance with Article 23 of
the Royal Decree of 27 April 2007 on public takeover bids (the
Takeover Decree). The Telenet board of directors will
provide its formal opinion in a response memorandum which it will
issue in accordance with the applicable legal framework.
This announcement is only an expression of an intention and does
not constitute a formal notification of a voluntary public takeover
bid within the meaning of the Takeover Decree and the Law of 1
April 2007 on public takeover bids.
If Liberty Global Belgium Holding decides to formally launch a
voluntary and conditional public takeover bid, it will deposit a
file for this purpose (including a draft prospectus) with the FSMA.
The board of directors of Telenet will then examine the draft
prospectus and present its detailed opinion in a response
memorandum. If Liberty Global Belgium Holding renounces its
intention to launch an offer, it will immediately communicate this
in accordance with the applicable rules.
About Liberty Global plc
Liberty Global is a world leader in converged broadband, video
and mobile communications services. It delivers next-generation
products through advanced fiber and 5G networks, and currently
provides over 86 million fixed and mobile connections across Europe
and the United Kingdom. Liberty Global’s businesses operate under
some of the best-known consumer brands, including Virgin Media-O2
in the U.K., VodafoneZiggo in The Netherlands, Telenet in Belgium,
Sunrise in Switzerland, Virgin Media in Ireland and UPC in
Slovakia. Through its substantial scale and commitment to
innovation, Liberty Global is building Tomorrow’s Connections
Today, investing in the infrastructure and platforms that empower
its customers to make the most of the digital revolution, while
deploying the advanced technologies that nations and economies need
to thrive.
Liberty Global’s consolidated businesses generate annual revenue
of more than $7 billion, while the VodafoneZiggo JV and the VMO2 JV
generate combined annual revenue of more than $17 billion.**
Liberty Global has an investment portfolio consisting of more
than 75 companies across content, technology, and infrastructure,
including strategic stakes in companies such as ITV, Televisa
Univision, AtlasEdge, Plume, and the Formula E racing series.
* Represents aggregate consolidated and 50% owned
non-consolidated fixed and mobile subscribers. Includes wholesale
mobile subscribers of the VMO2 JV and B2B fixed subscribers of the
VodafoneZiggo JV.
** Revenue figures above are provided based on full year 2022
Liberty Global’s consolidated results (excluding revenue from
Poland) and the combined as reported full year 2022 results for the
VodafoneZiggo JV and full year 2022 U.S. GAAP results for the VMO2
JV.
Telenet, the VMO2 JV, the VodafoneZiggo JV and Sunrise UPC
deliver mobile services as mobile network operators. Virgin Media
Ireland delivers mobile services as a mobile virtual network
operator through third-party networks.
Liberty Global plc is listed on the Nasdaq Global Select Market
under the symbols “LBTYA”, “LBTYB” and “LBTYK”.
Liberty Global Belgium Holding is an indirect wholly-owned
subsidiary of Liberty Global plc, and is a private limited
liability company incorporated under the laws of the
Netherlands.
For more information, please visit www.libertyglobal.com or
contact the below press contacts.
Warnings:
This communication is for informational purposes only and does
not constitute or form part of an offer to purchase or invitation
to sell or issue, securities of Telenet, nor a solicitation by
anyone in any jurisdiction in respect of such securities, any vote
or approval.
This press release may not be published, distributed or
disseminated in any country or territory where its publication or
content would be illegal or may require registration or any other
filing of documents. Anyone in possession of this press release
must refrain from publishing, distributing or disseminating it in
the countries and territories concerned.
This announcement is only an expression of an intention and does
not constitute a formal notification of a voluntary public takeover
bid within the meaning of the Takeover Decree and the Law of 1
April 2007 on public takeover bids.
The public tender offer referred to in this press release (the
Intended Offer) has not yet commenced. If Liberty Global
Belgium Holding decides to formally launch the Intended Offer, at
the time the Intended Offer is commenced, shareholders of Telenet
are urged to read the Intended Offer documents, which will be made
available at that time. U.S. shareholders of Telenet (the U.S.
Shareholders) may also email ir@libertyglobal.com to request a
copy of the offer documents, which will be provided free of charge
upon request.
The Intended Offer will not be made, directly or indirectly, in
any country or jurisdiction in which it would be considered
unlawful or otherwise violate any applicable laws or regulations,
or which would require Liberty Global or any of its subsidiaries to
change or amend the terms or conditions of the Intended Offer in
any material way, to make an additional filing with any
governmental, regulatory or other authority or take additional
action in relation to the Intended Offer. It is not intended to
extend the Intended Offer to any such country or jurisdiction. Any
such documents relating to the Intended Offer must neither be
distributed in any such country or jurisdiction nor be sent into
such country or jurisdiction, and must not be used for the purpose
of soliciting the purchase of securities of Telenet by any person
or entity resident or incorporated in any such country or
jurisdiction.
Notice for U.S. Shareholders
If Liberty Global Belgium Holding decides to formally launch the
Intended Offer, the Intended Offer will be made in the U.S. in
reliance on, and in compliance with, Section 14(e) of, and
Regulation 14E under, the U.S. Securities Exchange Act of 1934, as
amended (the U.S. Exchange Act), and the “Tier II” exemption
provided by Rule 14d-1(d) under the U.S. Exchange Act, and
otherwise in accordance with the requirements of Belgian law.
Accordingly, the Intended Offer will be subject to disclosure and
other procedural requirements, including with respect to withdrawal
rights, settlement procedures and timing of payments that are
different from those applicable under U.S. procedures and laws.
U.S. Shareholders should note that Telenet is not listed on a U.S.
securities exchange, subject to the periodic reporting requirements
of the U.S. Exchange Act or required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the
SEC) thereunder.
It may be difficult for U.S. Shareholders to enforce certain
rights and claims arising in connection with the Intended Offer
under US federal securities laws since Telenet and Liberty Global
Belgium Holding are located outside the United States and most of
its officers and directors may reside outside the United States. It
may not be possible to sue a non-U.S. company or its officers or
directors in a non-U.S. court for violations of U.S. securities
laws. It also may not be possible to compel a non-U.S. company or
its affiliates to subject themselves to a U.S. court’s
judgment.
To the extent permissible under applicable laws and regulations
(including Rule 14e-5 under the U.S. Exchange Act and any exemptive
relief granted by the SEC therefrom), and in accordance with
customary Belgian practice, Liberty Global Belgium Holding, its
nominees or brokers (acting as agents), or any of its or their
affiliates, may make certain purchases of, or arrangements to
purchase, shares outside the United States following the
announcement of Liberty Global Belgium Holding’s intention to
launch the Intended Offer and during the period in which the
Intended Offer remains open for acceptance, including sales and
purchases of shares effected by any investment bank acting as
market maker in the shares. These purchases, or other arrangements,
may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. In order to be excepted
from the requirements of Rule 14e-5 under the U.S. Exchange Act by
virtue of Rule 14e-5(b) thereunder, such purchases, or arrangements
to purchase must comply with applicable Belgian law and regulation
and the relevant provisions of the U.S. Exchange Act. Any
information about such purchases will be disclosed as required in
Belgium and the United States.
Furthermore, this press release does not constitute or form part
of an offer to sell, nor does it constitute a solicitation of an
order to buy financial instruments in the United States or in any
other jurisdiction.
Forward-Looking Statement
This press release contains forward-looking statements within
the meaning of the U.S. federal securities laws, including the safe
harbour provisions of the U.S. Private Securities Litigation Reform
Act of 1995. In this context, forward-looking statements often
address expected future business and financial performance and
financial condition, and often contain words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,”
“would,” “may,” “target,” and similar expressions and variations or
negatives of these words. These forward-looking statements may
include, among other things, statements relating to the outlook of
Telenet and Liberty Global; operational expectations, including
with respect to the development, launch and benefits of innovative
and advanced products and services, including gigabit speeds, new
technology and next generation platform rollouts or launches;
future growth prospects and opportunities, results of operations,
uses of cash, tax rates, and other measures that may impact the
financial performance of the companies; anticipated benefits and
synergies and estimated costs of the proposed transaction; the
expected timing of completion of the proposed transaction; and
other information and statements that are not historical facts.
These forward-looking statements involve certain risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by these statements. These risks
and uncertainties include events that are outside of the control of
the parties, such as: (i) Telenet, Liberty Global, and our
respective operating companies’ ability to meet challenges from
competition and to achieve forecasted financial and operating
targets; (ii) the effects of changes in laws or regulations; (iii)
general economic, legislative, political and regulatory factors,
and the impact of weather conditions, natural disasters, or any
epidemic, pandemic or disease outbreak (including COVID-19); (vi)
Telenet, Liberty Global, and our respective affiliates’ ability to
satisfy the conditions to the consummation of the proposed
transaction; (v) the proposed transaction may not be completed on
anticipated terms and timing or completed at all; (vi) the outcome
of any potential litigation that may be instituted with respect to
the proposed transaction; (vii) the potential impact of unforeseen
liabilities, future capital expenditures, revenues, expenses,
economic performance, indebtedness, financial condition on the
future prospects and business of Telenet and Liberty Global’s
Belgium business after the consummation of the proposed
transaction; (viii) any negative effects of the announcement,
pendency or consummation of the proposed transaction; and (ix)
management’s response to any of the aforementioned factors. For
additional information on identifying factors that may cause actual
results to vary materially from those stated in forward-looking
statements, please see Liberty Global’s filings with the SEC,
including Liberty Global’s most recently filed Form 10-K, as well
as the regulated information filed by Telenet before the Belgium
Financial Services and Markets Authority. These forward-looking
statements speak only as of the date of this release. Telenet and
Liberty Global expressly disclaim any obligation or undertaking to
disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in expectations
with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230321005685/en/
Press contacts: Investor Relations: Michael Bishop +44 20
8483 6246
Corporate Communications: Matt Beake +44 20 8483 6215
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