Combination of CWC and Liberty’s LiLAC Group creates the
leading TV, broadband and telecoms firm in Latin America and the
Caribbean
- Serves 10 million1
video, voice, broadband and mobile subscribers in more than 20
countries
- Substantial B2B and submarine fiber
network business to benefit from massive increase in bandwidth
consumption
- Scale benefits expected to support
estimated low double-digit rebased operating cash flow2
growth over medium term
- Expect to recognize significantly
more synergies than previously reported
- Enlarged company well positioned to
pursue further consolidation opportunities across the
region
Liberty Global plc (“Liberty Global”) (NASDAQ: LBTYA, LBTYB,
LBTYK, LILA and LILAK) today announced that it has completed its
acquisition of Cable & Wireless Communications Plc (“CWC”) in a
transaction valued at approximately $7.4 billion3 on an enterprise
value basis.
The CWC business will be attributed to Liberty’s Latin American
and Caribbean group (the “LiLAC Group”), which trades on the NASDAQ
Global Select Market as a tracking stock of Liberty Global under
the ticker symbols LILA and LILAK. The combination of CWC and the
LiLAC Group creates the leading consumer and business-to-business
(“B2B”) communications provider in the region. These operations
will serve 10 million video, voice, broadband and mobile
subscribers in more than 20 countries, are expected to generate
over $3.5 billion4 of revenue on an annualized basis, and will
become the leading platform for further consolidation in Latin
America and the Caribbean.
Mike Fries, CEO of Liberty Global, said, “This is a big moment
for us and I couldn’t be more excited about the potential of LiLAC
and CWC together. We are joining two high-growth businesses in a
region that is both underpenetrated and underserved in broadband,
mobile data and pay TV services. By combining our operations, we
are creating a unique and well-diversified Latin America and
Caribbean investment vehicle, which we believe will enhance
long-term equity value for our shareholders.”
He added, “I would like to personally congratulate Phil Bentley,
outgoing CEO of CWC, for his great work over the last two and a
half years. I would also like to welcome John Reid as interim CEO
of CWC. We look forward to working closely with John over the next
six months as we evaluate how best to structure and integrate CWC
into the LiLAC Group and jointly explore new opportunities for
growth and expansion. John was previously President of CWC’s
Consumer Group and also held other high-profile management roles at
Columbus Communications and Persona Communications.”
Mr. Reid said, “This is an exciting time for CWC and I am
thrilled to work with the Liberty Global team as we plan for the
next chapter of growth. By leveraging Liberty Global’s scale and
management expertise I’m convinced we will accelerate innovation,
enhance the speed and quality of our networks and expand
opportunities for all stakeholders.”
LiLAC Group & CWC – Summary Data
The tables below provide an overview of selected data for both
the LiLAC Group and CWC.
Subscribers1
LiLAC Group
CWC
Combined
Video
1,293,400
474,000
1,767,400
Broadband
1,347,600
690,000
2,037,600
Telephony
876,200
1,127,000
2,003,200
Mobile
132,000
4,109,000
4,241,000
Total
3,649,200
6,400,000
10,049,200
Financial Data ($mm)
LiLAC Group
CWC
Combined
Revenue4
$1,217
$2,384
$3,601
Total Assets4
$3,268
$6,943
$10,211
Other Data
LiLAC Group
CWC
Combined
Consumer, B2B & Networks Markets
2
18
20
Employees5
3,600
7,300
10,900
Countries with
Operations
CWC Markets(Consumer, B2B &
Networks)
LiLACGroupMarkets
Panama
Curacao
Puerto Rico
The Bahamas
Dominica
Chile
Jamaica
Grenada
Barbados
Montserrat
Trinidad & Tobago
St. Kitts & Nevis
Anguilla
St. Lucia
Antigua & Barbuda
St. Vincent & The Grenadines
British Virgin Islands
Seychelles
Cayman Islands
Turks & Caicos
Issuance of Shares and Dividend
The shares issued to CWC shareholders by Liberty Global in the
transaction include 31,607,008 Liberty Global Class A ordinary
shares, 77,379,774 Liberty Global Class C ordinary shares,
3,648,513 LiLAC Class A ordinary shares and 8,939,316 LiLAC Class C
ordinary shares. CWC shareholders will also receive a dividend from
CWC of 3 pence per CWC share.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the benefits of the
transaction, including scale and synergy benefits and opportunities
and increases in bandwidth consumption; the expected impact of the
transaction on the combined operations and financial performance of
CWC and the LiLAC Group, including expected rebased operating cash
flow growth and annualized revenue; consolidation opportunities in
the region and other information and statements that are not
historical fact. 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 our ability to continue
financial and operational growth at historic levels, continued use
by subscribers and potential subscribers of our services, our
ability to achieve expected operational efficiencies, synergies and
economies of scale, as well as other factors detailed from time to
time in Liberty Global’s filings with the Securities and Exchange
Commission including our most recently filed Form 10-K and Form
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.
Further Information
The Liberty Global shares being issued in connection with the
Acquisition have not been, and are not expected to be, registered
under the United States (“U.S.”) Securities Act or under the
securities laws of any state or other jurisdiction of the U.S. The
Liberty Global shares are being issued pursuant to a Scheme of
Arrangement under United Kingdom law in reliance upon an exemption
from the registration requirements of the U.S. Securities Act set
forth in Section 3(a)(10) thereof. CWC shareholders (whether or not
U.S. persons) who are or will be affiliates (within the meaning of
Rule 144 under the U.S. Securities Act) of Liberty Global are
subject to certain U.S. transfer restrictions relating to the
Liberty Global shares received pursuant to the transaction.
Specifically, Liberty Global shares delivered to such affiliated
former CWC shareholders may not be offered, sold, resold,
delivered, distributed or otherwise transferred, directly or
indirectly, absent registration under the U.S. Securities Act or an
exemption therefrom.
About Liberty Global1
Liberty Global is the world’s largest international TV and
broadband company, with operations in more than 30 countries across
Europe, Latin America and the Caribbean. We invest in the
infrastructure that empowers our customers to make the most of the
digital revolution. Our scale and commitment to innovation enable
us to develop market-leading products delivered through
next-generation networks that connect our customers who subscribe
to over 59 million television, broadband internet and telephony
services. We also serve over ten million mobile subscribers and
offer WiFi service across six million access points.
Liberty Global’s businesses are comprised of two stocks: the
Liberty Global Group (NASDAQ: LBTYA, LBTYB and LBTYK) for our
European operations, and the LiLAC Group (NASDAQ: LILA and LILAK,
OTC Link: LILAB), which consists of our operations in Latin America
and the Caribbean.
The Liberty Global Group operates in 12 European countries under
the consumer brands Virgin Media, Ziggo, Unitymedia, Telenet and
UPC. The LiLAC Group operates in over 20 countries in Latin America
and the Caribbean under the consumer brands VTR, Flow, Liberty, Mas
Movil and BTC. In addition, the LiLAC Group operates a submarine
fiber network throughout the region in over 30 markets.
For more information, please visit www.libertyglobal.com.
_________________________________________
1 Subscriber statistics for the LiLAC Group and CWC are as of
March 31, 2016 and December 31, 2015, respectively, and are based
on each entity's subscriber counting policies. CWC’s subscriber
counting policies may differ from those of Liberty Global.
Accordingly, the combined subscriber statistics are not necessarily
indicative of the actual number of subscribers to be reported by
the combined operations once CWC conforms to Liberty Global's
subscriber counting policies.
2 Represents rebased operating cash flow as customarily defined
by Liberty Global.
3 The CWC transaction value reflects (i) the fair value of CWC's
proportionate net debt as of September 30, 2015, (ii) the market
value ascribed to the Liberty Global Class A ordinary shares,
Liberty Global Class C ordinary shares, LiLAC Class A ordinary
shares and LiLAC Class C ordinary shares based on the closing share
prices of May 13, 2016 and (iii) a dividend from CWC of 3 pence per
CWC share paid to CWC shareholders based on the USD/GBP foreign
exchange spot rate of May 13, 2016.
4 The revenue and total asset figures for the LiLAC Group are
based on accounting principles generally accepted in the United
States (“U.S. GAAP”) and for CWC are based on International
Financial Reporting Standards as adopted by the European Union.
Accordingly, the combined revenue figure is not necessarily
indicative of the actual results that would have been reported if
both entities had followed U.S. GAAP. Revenue figures are derived
from amounts reported for each entity for the year ended December
31, 2015, including revenue for Columbus International Inc. (which
was acquired by CWC on March 31, 2015) for the three months ended
March 31, 2015. Total assets for the LiLAC Group and CWC are as of
December 31, 2015 and September 30, 2015, respectively.
5Employee counts are as of December 31, 2015.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160516005969/en/
for Liberty Global plcInvestor
Relations:Oskar Nooij, +1 303 220 4218orChristian
Fangmann, +49 221 8462 5151orJohn Rea, +1 303 220
4238orCorporate Communications:Matt Beake, +44
20 8483 6428orAimee Baxter, +1 646 561 3512
Liberty Global (NASDAQ:LBTYA)
Historical Stock Chart
From Apr 2024 to May 2024
Liberty Global (NASDAQ:LBTYA)
Historical Stock Chart
From May 2023 to May 2024