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Liberty Global publishes Telenet buyout offer

Liberty Global plc announces today the publication of the prospectus related to the voluntary and conditional public takeover bid by its indirect wholly-owned subsidiary, Liberty Global Belgium Holding B.V. (Liberty Global Belgium Holding) for all the shares of Telenet Group Holding NV (Telenet) that Liberty Global Belgium Holding does not already own or that are not held by Telenet (the Offer). In conjunction with the prospectus, the Board of Directors of Telenet has prepared a response memorandum in which it sets out its recommendation of the Offer. Both the prospectus and the response memorandum have been approved by the Financial Services and Markets Authority in Belgium (FSMA). The FSMA’s approval does not imply any opinion by the FSMA on the merits or the quality of the Offer.

Mike Fries, CEO, Liberty Global, commented: “We are pleased to announce the approval of our Offer prospectus. Telenet shareholders can start tendering their shares on June 8, 2023 at an attractive premium. We are committed to maintaining Telenet’s status as a leading and pioneering telecommunications and entertainment company in Belgium.”

Telenet’s Board of Directors unanimously supports and recommends the Offer, as confirmed in the statement Telenet issued today. The Telenet Board of Directors has provided its formal opinion in a response memorandum published today.

The Offer is an offer in cash at a price of EUR 22.00 per share, deducting the EUR 1.00 gross dividend approved by Telenet’s ordinary general meeting of 26 April 2023 as paid on 5 May 2023. This results in an Offer price of EUR 21.00 per share (the Offer Price). The Offer is subject to the conditions that, as a result of the Offer, Liberty Global Belgium Holding must, together with Telenet, own at least 95% of the shares in Telenet and no material adverse change occurs with respect to the closing quote of the BEL-20 index and/or shares of Proximus NV/SA and Orange Belgium NV/SA prior to the date of the announcement of the results of the Offer (subject, in the case of Proximus NV/SA, to an adjustment to take into account a dividend payment of EUR 0.70 per share on 28 April 2023). This adjustment clarifies the terms of the Offer set forth in the notification published by the FSMA in accordance with Article 7 of the Royal Decree of 27 April 2007 on public takeover bids, which otherwise remain the same and therefore does not reflect a material change in the terms of the Offer or the economics of the Offer.

CT Bureau

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