NTL and Telewest Stockholders Approve Proposed Combination
03 March 2006 - 4:32AM
Business Wire
NTL Incorporated (NASDAQ: NTLI) and Telewest Global, Inc. (NASDAQ:
TLWT) are pleased to announce that the stockholders of NTL and
Telewest have today voted by an overwhelming margin to approve
their combination. NTL said that approximately 99 percent of the
NTL shares that were voted approved the transaction, and Telewest
said that approximately 99 percent of the Telewest shares that were
voted approved the transaction. NTL's Chairman, James Mooney said,
"We're extremely pleased to see shareholders recognize the value in
combining our two companies. The combination will enable us to
leverage each company's strengths to drive significant consumer and
shareholder value over the long term." The two companies anticipate
that the closing of the transaction, which contemplates a
reclassification and partial redemption of Telewest shares and the
merger of NTL and a subsidiary of Telewest, will take place on
March 3, 2006 or shortly thereafter. Upon the closing of the
transaction, Telewest stockholders will receive $16.25 in cash, and
will retain 0.2875 shares of the combined company, for each
Telewest share they currently own. NTL stockholders will receive
2.5 shares of the combined company for each NTL share they
currently own. NTL stockholders will own approximately 75% of the
combined company and Telewest stockholders will own approximately
25% of the combined company. The combined company will go forward
under the NTL Incorporated name, and its shares will trade on
NASDAQ under the symbol "NTLI", although they will initially trade
under the ticker symbol "NTLID". The combined company will have
more than 5 million residential customers. It will be the largest
provider of residential broadband services in the UK with 2.8
million subscribers, the second largest pay TV provider with 3.3
million subscribers and also the second largest fixed telephony
provider with 4.3 million subscribers. 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 1.8
million broadband customers. -- NTL Incorporated's network can
service 7.7 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/. "Safe Harbor" Statement
under the Private Securities Litigation Reform Act of 1995: Various
statements contained in this document constitute "forward looking
statements" as that term is defined under the Private Securities
Litigation Reform Act of 1995. Words like "believe," "anticipate,"
"should," "intend," "plan," "will," "expects," "estimates,"
"projects," "positioned," "strategy," and similar expressions
identify these forward looking statements, which involve known and
unknown risks, uncertainties and other factors that may cause our
actual results, performance or achievements or industry results to
be materially different from those contemplated, projected,
forecasted, estimated or budgeted, whether expressed or implied, by
these forward looking statements. These factors include: (1) the
failure to obtain and retain expected synergies from the proposed
merger with Telewest; (2) rates of success in executing, managing
and integrating key acquisitions, including the proposed merger
with Telewest; (3) the ability to achieve business plans for the
combined NTL/Telewest group; (4) the ability to manage and maintain
key customer relationships; (5) the ability to fund debt service
obligations through operating cash flow; (6) the ability to obtain
additional financing in the future and react to competitive and
technological changes; (7) the ability to comply with restrictive
covenants in NTL's indebtedness agreements; (8) the ability to
control customer churn; (9) our potential offer for 100% of the
shares of Virgin Mobile; (10) the ability to compete with a range
of other communications and content providers; (11) the effect of
technological changes on NTL's businesses; (12) the functionality
or market acceptance of new products that NTL may introduce; (13)
possible losses in revenues due to systems failures; (14) the
ability to maintain and upgrade NTL's networks in a cost-effective
and timely manner; (15) the reliance on single-source suppliers for
some equipment and software; (16) the ability to provide attractive
programming at a reasonable cost; and (17) the extent to which
NTL's future earnings will be sufficient to cover its fixed
charges. These and other factors are discussed in more detail under
"Risk Factors" and elsewhere in NTL's Form 10-K, Telewest's Form
10-K and in our joint proxy statement/prospectus dated January 30,
2006. We assume no obligation to update our forward looking
statements to reflect actual results, changes in assumptions or
changes in factors affecting these statements.
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