Liberty Global, Inc. (“Liberty Global,” “LGI,” or the “Company”)
(NASDAQ: LBTYA, LBTYB and LBTYK) today announces that 9,497,637 ordinary
shares and 3,000 warrants were tendered into the voluntary and
conditional cash offer (the “Offer”) launched by its wholly-owned
subsidiary Binan Investments B.V. (“Binan”) on December 18, 2012
(Brussels time) for the outstanding shares and other securities giving
access to voting rights of Telenet Group Holding NV (“Telenet”) that it
did not already own and that were not held by Telenet. The official
announcement of the results in the Belgian financial press, in
accordance with article 32 of the Belgian Royal Decree of April 27 on
public takeover bids, will take place on January 18, 2013 (Brussels
time). Subject to satisfaction (or waiver) of the conditions to the
Offer on that date, this official announcement will also confirm Binan’s
acceptance of the tendered shares and warrants and whether or not a
voluntary reopening of the Offer will be made. Payment on tendered
shares and warrants is intended to take place on February 1, 2013
(Brussels time).
Following acceptance of the tendered shares, Liberty Global will hold
66,342,037 shares1 and 3,000 warrants2 in Telenet.
This represents approximately 58.4% of the issued and outstanding shares
of Telenet (excluding the 220,352 treasury shares held by Telenet).3
Liberty Global notes that as stated in the prospectus for the Offer, it
intends to align the strategy and the operations of Telenet with the
rest of the Company. Liberty Global is reviewing the current
organization, governance and reporting structure at Telenet with the
intention of effecting a closer management integration of Telenet within
its European operations. Telenet's leverage policy will be aligned with
that of Liberty Global such that target leverage will be 4.0 to 5.0x net
total debt to annualized EBITDA (excluding financial leases) and may
increase the indebtedness of Telenet to a level greater than this range.
Mike Fries, President and Chief Executive Officer of Liberty Global,
commented: “We remain committed to investing in growth opportunities for
Telenet, maintaining its position as a leading innovator in the Belgian
market, and delivering best-in-class services to its customers. We
believe that this is the right time for Telenet to be more closely
integrated within our pan-European platform and in an environment where
scale is paramount, we believe that closer integration will benefit all
Telenet stakeholders.”
Disclaimer - Forward-Looking Statements
This press release does not constitute an offer to purchase securities
of Telenet or a solicitation by anyone in any jurisdiction in respect
thereof. The Offer is made solely by LGI’s subsidiary, Binan, by means
of a prospectus approved by the Belgian regulator. Neither this press
release nor any other information in respect of the matters contained
herein may be supplied in any jurisdiction where a registration,
qualification or any other obligation is in force or would be with
regard to the content hereof or thereof. Any failure to comply with
these restrictions may constitute a violation of the financial laws and
regulations in such jurisdictions.
Various statements contained in this press release constitute
forward-looking statements of Liberty Global, including its plans
regarding aligning the management structure of Telenet closer with those
of LGI's European operations and its intentions regarding Telenet's
leverage. 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 overall financial market conditions, any material
business or financial developments at Telenet, financing, the continued
use by subscribers and potential subscribers of Telenet's services,
Liberty Global's ability to achieve expected operational efficiencies
and economies of scale, as well as other factors described in the
prospectus and response memorandum related to the Offer or as detailed
from time to time in Liberty Global's filings with the Securities and
Exchange Commission, including its most recently filed Forms 10-K and
10-Q. These forward-looking statements speak only as of the date of this
release. Liberty Global expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in
Liberty Global's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based, except as required by applicable law.
A copy of the prospectus, the acceptance form and the response
memorandum can be requested free of charge from ING Belgium NV/SA by
telephone at +32 3 464 60 01 (Dutch operator), +32 2 464 60 02 (French
operator) or +32 2 464 60 04 (English operator). The prospectus, the
acceptance form and the response memorandum are also available online on
the website of LGI (www.lgi.com),
on the website of Telenet (http://investors.telenet.be)
and on the website of ING Belgium NV/SA (www.ing.be).
About Liberty Global
Liberty Global is the leading international cable company, with
operations in 13 countries. We connect people to the digital world and
enable them to discover and experience its endless possibilities. Our
market-leading television, broadband internet and telephony services are
provided through next-generation networks and innovative technology
platforms that connect 20 million customers who subscribe to 34 million
services as of September 30, 2012.
Liberty Global's consumer brands include UPC, Unitymedia, Kabel BW,
Telenet and VTR. Our operations also include Chellomedia, our content
division, UPC Business, a commercial services division, and Liberty
Global Ventures, our investment fund. For more information, please visit www.lgi.com.
1 |
|
Including 94,827 Liquidation Dispreference Shares.
|
2 |
|
Pursuant to a decision of Telenet dated December 21, 2012 the
transferability restrictions related to the vested warrants have
been waived for the purposes of the Offer.
|
3 |
|
Taking into account 402,018 shares issued in the framework of a
capital increase of Telenet dated January 8, 2013 following the
exercise of warrants by Telenet employees.
|
![](http://cts.businesswire.com/ct/CT?id=bwnews&sty=20130114006525r1&sid=ntxv4&distro=nx)