Liberty Global Announces Preliminary Results of Modified Dutch Auction Tender Offers
10 September 2019 - 10:45PM
Business Wire
Liberty Global plc (NASDAQ: LBTYA, LBTYB and LBTYK) (“Liberty
Global,” the “Company,” “our” or “we”) today announced the
preliminary results of its modified Dutch auction tender offers,
which expired one (1) minute after 11:59 p.m., New York City time,
on September 9, 2019.
In accordance with the terms and conditions of the tender offers
and based on the preliminary count by Computershare Trust Company,
N.A., the depositary for the tender offers, Liberty Global expects
to acquire, though Credit Suisse Securities (USA) LLC and HSBC
Securities (USA) Inc., each acting as principal, (i) approximately
24,088,242 Class A Shares at a price of $27.50 per Class A Share,
and (ii) approximately 75,453,852 Class C Shares at a price of
$27.00 per Class C Share, for a combined aggregate cost of
approximately $2.7 billion, excluding fees and expenses relating to
the tender offers.
The total number of shares expected to be acquired in the tender
offers includes an additional 1,360,970 Class A Shares and
6,009,408 Class C Shares pursuant to Liberty Global’s right to
increase the number of shares acquired by no more than 2% of the
respective shares outstanding, without amending or extending the
tender offers. The Class A Shares expected to be acquired represent
approximately 11.75% of the Class A Shares outstanding, and the
Class C Shares expected to be acquired represent approximately
14.70% of the Class C Shares outstanding, in each case, as of
September 9, 2019.
The number of shares to be purchased and the purchase prices are
preliminary and subject to change. The preliminary information
contained in this press release is subject to confirmation by the
Depositary and is based on the assumption that all shares tendered
through notice of guaranteed delivery will be delivered within the
two trading day settlement period. The final number of shares to be
purchased and the final purchase prices will be announced following
the expiration of the guaranteed delivery period and completion by
the Depositary of the confirmation process. Payment for the shares
accepted under the tender offers, and return of all other shares
tendered and not purchased, will occur promptly thereafter.
The information agent for the tender offer is Innisfree M&A
Incorporated. The depositary for the tender offer is Computershare
Trust Company, N.A. The dealer managers for the tender offer are
Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc.
For all questions relating to the tender offer, please call the
information agent, Innisfree M&A Incorporated, toll-free at
(888) 750-5834; banks and brokers may call either dealer manager,
Credit Suisse Securities (USA) LLC at (800) 318-8219 or HSBC
Securities (USA) Inc. at (888) 472-2456.
ABOUT LIBERTY GLOBAL
Liberty Global (NASDAQ: LBTYA, LBTYB and LBTYK) is one of the
world’s leading converged video, broadband and communications
companies, with operations in six European countries under the
consumer brands Virgin Media, Telenet and UPC. We invest in the
infrastructure and digital platforms that empower our customers to
make the most of the digital revolution. Our substantial scale and
commitment to innovation enable us to develop market-leading
products delivered through next-generation networks that connect 11
million customers subscribing to 25 million TV, broadband internet
and telephony services. We also serve 6 million mobile subscribers
and offer WiFi service through millions of access points across our
footprint.
In addition, Liberty Global owns 50% of VodafoneZiggo, a joint
venture in the Netherlands with 4 million customers subscribing to
10 million fixed-line and 5 million mobile services, as well as
significant investments in ITV, All3Media, ITI Neovision,
LionsGate, the Formula E racing series and several regional sports
networks.
FORWARD-LOOKING STATEMENTS AND
DISCLAIMER
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including the expected size or other terms of the tender
offers and the Company’s ability to complete the tender offers.
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 our control,
such as the continued use by subscribers and potential subscribers
of our and our affiliates’ services and their willingness to
upgrade to our more advanced offerings; our and our affiliates’
ability to meet challenges from competition, to manage rapid
technological change or to maintain or increase rates to
subscribers or to pass through increased costs to subscribers; the
effects of changes in laws or regulation; general economic factors;
our and our affiliates’ ability to obtain regulatory approval and
satisfy regulatory conditions associated with acquisitions and
dispositions; our and affiliates’ ability to successfully acquire
and integrate new businesses and realize anticipated efficiencies
from acquired businesses; the availability of attractive
programming for our and our affiliates’ video services and the
costs associated with such programming; our and our affiliates’
ability to achieve forecasted financial and operating targets; the
outcome of any pending or threatened litigation; the ability of our
operating companies and affiliates to access cash of their
respective subsidiaries; the impact of our operating companies' and
affiliates’ future financial performance, or market conditions
generally, on the availability, terms and deployment of capital;
fluctuations in currency exchange and interest rates; the ability
of suppliers, vendors and contractors to timely deliver quality
products, equipment, software, services and access; our and our
affiliates’ ability to adequately forecast and plan future network
requirements including the costs and benefits associated with
network expansions; and other factors detailed from time to time in
our filings with the Securities and Exchange Commission, including
our most recently filed Form 10-K and Form 10-Q. Further, estimated
cash proceeds from pending dispositions are inherently uncertain
and represent management’s expectations and beliefs and do not take
into account the ultimate use of the proceeds or any other changes
in our capital structure or tax effects, directly or indirectly
related to the pending dispositions. These forward-looking
statements speak only as of the date of this release. We expressly
disclaim any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statement contained herein to
reflect any change in our expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based.
For more information, please visit www.libertyglobal.com or
contact:
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Communications: Molly Bruce +1 303 220 4202 Matt Beake +44 20
8483 6428
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