Liberty Global To Acquire Ziggo In EUR 10.0 Bln Cash-stock Deal - Quick Facts

(RTTNews) - The U.S. cable group Liberty Global Plc. (LBTYA, LBTYB, LBTYK) and Dutch broadband provider Ziggo N.V. have reached a conditional agreement on a recommended offer pursuant to which Liberty Global will acquire Ziggo in a stock and cash transaction valuing Ziggo at about 10.0 billion euros or $13.7 billion, Liberty Global said on Monday.

Liberty Global noted that the Management Board and Supervisory Board of Ziggo believe the Offer to be in the best interests of Ziggo and its stakeholders, including its shareholders, and have agreed to fully and unanimously support and recommend the Offer for acceptance to Ziggo's shareholders. In addition, the individual members of the Boards will tender all of their shares under the Offer.

In addition, Liberty Global also announced that its Board has approved a stock dividend of one Liberty Global Class C ordinary share on each outstanding Class A, Class B and Class C ordinary share as of the record date for the stock dividend. It is expected that this stock dividend will be issued on March 3, 2014.

As per the terms of the Offer and adjusting for completion of the stock dividend, Ziggo shareholders will receive 11.00 euros in cash, 0.2282 Liberty Global Class A ordinary shares and 0.5630 Liberty Global Class C ordinary shares (0.1674 prior to completion of the stock dividend) for each Ziggo share that they hold.

Based on Liberty Global's Class A share price of $83.27 and Class C share price of $78.80 as of January 24, 2014, the Offer implies a price of approximately 34.53 euros per Ziggo ordinary share.

The offer represents a 38% premium to the closing share price of Ziggo of 25.85 euros on March 18, 2013, the day before the previous private equity shareholders executed an equity sale that preceded Liberty Global's acquisition of its initial stake in Ziggo.

In addition, Ziggo has agreed not to pay or declare any (interim) dividend or to make any distribution in kind until completion of the transaction.

Liberty Global and Ziggo may terminate the Merger Protocol in the event a bona fide third-party offeror makes an offer which, in the reasonable opinion of the Boards, is a substantially more beneficial offer than Liberty Global's offer, exceeds the Offer Price by 8% and is launched or is committed to be launched within eight weeks.

In the event of a Competing Offer, Liberty Global will be given the opportunity to match such offer, in which case the Merger agreement may not be terminated by Ziggo. As part of the agreement, Ziggo has entered into customary undertakings not to solicit third party offers.

On termination of the Merger Protocol by Ziggo on account of a material breach of the Merger agreement by Liberty Global, Liberty Global will forfeit a 69.5 million euros reverse termination fee to Ziggo. If the Merger Protocol is terminated because the competition clearance is not obtained, Liberty Global will forfeit a 200 million euros reverse termination fee to Ziggo.

On termination of the Merger Protocol by Liberty Global on account of a material breach of the Merger protocol by Ziggo, a Competing Offer having been made, or the revocation or amendment of, the recommendation of the Boards, other than as a result of the blended Liberty Global share price being below $66.23 and a price that represents 20% underperformance to a basket measured either immediately before commencement of the Offer or seven business days prior to closing of the Offer, Ziggo will forfeit a 69.5 million euros termination fee to Liberty Global.

Based on the required steps and subject to the necessary approvals, Liberty Global and Ziggo anticipate that the Offer will close in the second half of 2014.