John Malone’s Europe-focused cable giant Liberty Global (LGI) has officially launched its public offer for stock it does not already own in Dutch cableco Ziggo.
The €35.74 per share offer price is based on the volume-weighted average share price…
John Malone’s Europe-focused cable giant Liberty Global (LGI) has officially launched its public offer for stock it does not already own in Dutch cableco Ziggo.
The €35.74 per share offer price is based on the volume-weighted average share price over the 10 days to 24 January, the companies said in a joint statement.
It represents a 47% premium over Ziggo’s closing share price on 27 March, the day before LGI acquired its initial 12.65% stake in the Dutch operator. It now owns 28.5%.
Back in January, when the stock-and-cash deal was first announced, LGI offered €34.53 per share, but the Utrecht-based cableco’s stock price has risen in the interim.
The offer period runs from 2 July to 10 September, unless extended by a maximum 10 weeks, and has been unanimously recommended by Ziggo’s management and supervisory boards. If the offer is declared unconditional, there may be a post-closing acceptance period of up to two weeks.
As agreed in January, accepting shareholders will get 0.2282 of an LGI Class A ordinary share and 0.5630 of an LGI Class C ordinary share, along with €11 cash, for each Ziggo share. LGI reiterated that it has “taken all necessary measures” to secure funding for the offer.
Ziggo shareholders will vote on the offer at an EGM in Amsterdam on 26 August.
Earlier this week, the European Commission (EC) formally rejected a request by the Dutch regulator to review the proposed takeover, citing its own experience in assessing mergers in the converging media and telecoms sectors, LGI’s large European footprint and the need for rules to be applied consistently throughout the EU. Deadline for the EC’s ongoing phase II investigation is 17 October.
LGI intends to delist the Dutch company from the Euronext Amsterdam if the takeover is successful.
ING is acting as the exchange agent for the offer, while Georgeson is the information agent.
Coopmans to head Ziggo
Baptiest Coopmans will become Ziggo’s CEO, while Bert Groenwegen will continue as CFO if the takeover is successful, the companies said.
Coopmans, currently managing director of LGI’s Dutch unit UPC Netherlands, would replace Rene Obermann, who has said he will leave Ziggo when the takeover closes. Other Ziggo management board members are also set to resign, although they may take on senior roles at the combined Dutch operations.
LGI will select three new members for the supervisory board, while current independent members Rob Ruijter and one other (to be determined by Ziggo) will stay on initially.
The combined business will be based in Utrecht and operate under the Ziggo brand.
