NTL And Telewest Set Stockholder Vote for March 2, 2006
01 February 2006 - 10:23AM
Business Wire
NTL Incorporated (NASDAQ: NTLI) and Telewest Global, Inc. (NASDAQ:
TLWT): -- Companies set record date of January 12, 2006 -- Joint
proxy statement and prospectus to be mailed to stockholders
beginning today -- Companies anticipate combination will be
completed in March 2006 NTL Incorporated (NASDAQ: NTLI) and
Telewest Global, Inc. (NASDAQ: TLWT) are pleased to announce that
they will each hold special meetings of their respective
stockholders on March 2, 2006 in New York City in connection with
the proposed combination of the two companies. In addition, NTL and
Telewest announce that they have filed with the Securities and
Exchange Commission (the "SEC") a definitive Schedule 14A and an
amended registration statement on Form S-4, respectively, that
include a joint proxy statement and prospectus in connection with
the proposed combination. The registration statement, which
registers the shares of Telewest stock to be issued in connection
with the closing of the combination, has been declared effective by
the SEC, allowing the distribution of the proxy materials to NTL
and Telewest stockholders to commence. NTL and Telewest each
anticipates that it will begin mailing the joint proxy statement
and prospectus, together with certain proxy materials, today to its
stockholders of record as of January 12, 2006. The special meeting
of Telewest's stockholders will be held at the offices of Fried,
Frank, Harris, Shriver & Jacobson LLP, Midtown Conference
Center, 375 Park Avenue, Suite 3708, New York, NY 10152 at 9:00
a.m. (EST), and the special meeting of NTL's stockholders will be
held at the same location at 10:00 a.m. (EST). The combination is
subject to the approval by NTL's stockholders of the adoption of
the merger agreement, the approval by Telewest's stockholders of an
amendment to Telewest's certificate of incorporation to effect a
reclassification of its common stock in connection with the
combination and the approval of Telewest's stockholders of the
issuance of Telewest common stock in the transaction, as well as
the satisfaction of certain other closing conditions, in each case
as described in more detail in the joint proxy statement and
prospectus. NTL and Telewest anticipate that the combination will
be completed in March 2006. Notes to Editors: About NTL -- NTL
Incorporated offers a wide range of communications and content
distribution services to residential and business customers
throughout the UK. -- NTL Incorporated is the UK's largest cable
company with 3.3 million residential customers, and the UK's
leading supplier of broadband services to consumers, with 1.6
million broadband customers. -- NTL Incorporated's network can
service 7.9 million homes in the UK. -- Information on NTL
Incorporated and its products can be obtained at www.ntl.com. About
Telewest Telewest Global, Inc., the broadband communications and
media group, currently passes and markets to 4.7 million homes and
provides multi-channel television, telephone and internet services
to 1.8 million residential customers and Telewest Business, the
company's business division, supplies broadband communications to
the public and private sector markets. Its content division,
Flextech, is the BBC's partner in UKTV. For further information go
to http://mediacentre.telewest.co.uk/. Forward Looking Statements
Certain statements in this communication regarding the proposed
transaction between NTL Incorporated ("ntl") and Telewest Global,
Inc. ("Telewest"), the expected timetable for completing the
transaction, future financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined
company and products and any other statements regarding Telewest's
or ntl's future expectations, beliefs, goals or prospects
constitute forward-looking statements as that term is defined in
the U.S. Private Securities Litigation Reform Act of 1995. When
used in this document, the words "believe", "anticipate", "should",
"intend", "plan", "will", "expects", "estimates", "projects",
"positioned", "strategy", and similar expressions or statements
that are not historical facts, in each case as they relate to ntl
and Telewest, the management of either such company or the proposed
transaction, are intended to identify those expressions or
statements as forward-looking statements. In addition to the risks
and uncertainties noted in this document, there are certain
factors, risks and uncertainties that could cause actual results to
differ materially from those anticipated by some of the statements
made, many of which are beyond the control of ntl and Telewest.
These include: (1) the failure to obtain and retain expected
synergies from the proposed transaction, (2) rates of success in
executing, managing and integrating key acquisitions, including the
proposed acquisition, (3) the ability to achieve business plans for
the combined company, (4) the ability to manage and maintain key
customer relationships, (5) delays in obtaining, or adverse
conditions contained in, any regulatory or third-party approvals in
connection with the proposed transaction, (6) availability and cost
of capital, (7) the ability to manage regulatory, tax and legal
matters, and to resolve pending matters within current estimates,
(8) other similar factors, and (9) the risk factors summarized and
explained in our Form 10-K reports and our joint proxy statement /
prospectus relating to the proposed merger and related
transactions. For additional information concerning factors that
could cause actual results to materially differ from those
projected herein, please refer to our most recent 10-K, 10-Q and
8-K reports. Additional Information and Where to Find it This press
announcement may be deemed to be solicitation material in respect
of the proposed merger of ntl and Telewest or any related
transaction. In connection with the proposed merger and related
transactions, ntl and Telewest have filed a joint proxy statement /
prospectus with the U.S. Securities and Exchange Commission (the
"SEC"). INVESTORS AND SECURITY HOLDERS OF NTL AND TELEWEST ARE
ADVISED TO READ THE JOINT PROXY STATEMENT / PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THOSE DOCUMENTS
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND
RELATED TRANSACTIONS. The final joint proxy statement / prospectus
is being mailed to stockholders of ntl and Telewest on or about
January 31, 2006. Investors and security holders may obtain a free
copy of the joint proxy statement / prospectus, and other documents
filed by ntl and Telewest with the SEC, at the SEC's web site at
http://www.sec.gov. Free copies of the joint proxy statement /
prospectus, and each company's other filings with the SEC, may also
be obtained from the respective companies. Free copies of ntl's
filings may be obtained by directing a request to ntl Incorporated,
909 Third Avenue, Suite 2863, New York, New York 10022, Attention:
Investor Relations. Free copies of Telewest's filings may be
obtained by directing a request to Telewest Global, Inc., 160 Great
Portland Street, London W1W 5QA, United Kingdom, Attention:
Investor Relations. This communication shall not constitute an
offer to sell or the solicitation of an offer to buy securities,
nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
jurisdiction. Participants in the Solicitation ntl, Telewest and
their respective directors, executive officers and other members of
their management and employees may be deemed to be soliciting
proxies from their respective stockholders in favor of the merger
and related transactions. Information regarding ntl's directors and
executive officers is available in ntl's proxy statement for its
2005 annual meeting of stockholders, which was filed with the SEC
on April 5, 2005. Information regarding Telewest's directors and
executive officers is available in Telewest's proxy statement for
its 2005 annual meeting of stockholders, which was filed with the
SEC on April 11, 2005. Additional information regarding the
interests of such potential participants is included in the joint
proxy statement / prospectus.
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