Liberty Global To Offer To Buy Rest Of Telenet For EUR1.96 Bln – Update

(RTTNews.com) - Cable firm Liberty Global, Inc. (LBTYA, LBTYB, LBTYK) Thursday said it plans to launch a voluntary and conditional cash offer for all Telenet Group Holding NV shares and other securities, thus giving access to voting rights that it does not already own or that are not held by Telenet. Separately, Telenet said its Board of Directors would review and analyze the offer.

The offer will be based on a price of 35.00 euros per ordinary share. The offer values all the outstanding voting securities of Telenet not currently owned by Liberty Global or held by Telenet at about 1.96 billion euros ($2.54 billion).

Liberty Global said Telenet is one of its most successful operations and a core part of its growing pan-European platform. The firm said it would continue its focus on investments and product innovation in Belgium.

Mike Fries, President and CEO of Liberty Global, said: "We believe this is the right time for Telenet to become a wholly-owned part of Liberty Global's pan-European platform in its next stage of development, particularly in light of the competitive and regulatory outlook in Belgium."

If Liberty Global proceeds with a formal and binding offer, it plans to finance it by using available cash on its balance sheet and incremental borrowings.

Liberty Global has been the controlling shareholder in Telenet since February 2007. The firm currently owns, through its unit Binan Investments B.V., 50.4 percent of Telenet's outstanding issued share capital excluding treasury shares.

The offer represents a premium of about 14 percent over the adjusted average volume weighted closing price of around 30.67 euros for the one-month period to September 18 pro forma for the 3.25 euros capital reduction paid by Telenet on August 31.

The offer will be subject to customary and normal conditions including Liberty Global and its affiliates having acquired or holding at least 95 percent of the outstanding Telenet shares and voting rights after the offer's completion.

The conditions include no material adverse change having occurred with respect to the financial situation or prospects of Telenet and in the financial markets in general. The offer will possibly be followed by a delisting of Telenet and a squeeze-out offer. Liberty Global has advised Telenet's board members of its plans.

Liberty Global is being advised by Morgan Stanley & Co. Limited and Freshfields Bruckhaus Deringer LLP in connection with the offer.

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Liberty Global To Offer To Buy Rest Of Telenet For EUR1.96 Bln - Update