Liberty Global has won approval from shareholders for its proposed £3.6bn (US$5.2bn) acquisition of Caribbean telco Cable & Wireless Communications. The John-Malone-backed cable giant said in a statement that over 99% of votes cast at the general meeting of shareholders today were in favor of the deal, representing some 86% of all outstanding votes.
Liberty Global (NASDAQ:LBTYA) has won approval from shareholders for its proposed £3.6bn (US$5.2bn) acquisition of Caribbean and Latin American telco Cable & Wireless Communications (CWC) (LSE:CWC).
The John-Malone-backed cable giant said in a statement that over 99% of votes cast at the general meeting of shareholders today were in favor of the deal, representing some 86% of all outstanding votes.
CWC shareholders will vote on the acquisition on 28 April and, if they are in favor of it, Liberty expects to close the deal on 16 May.
Liberty announced last November that it had made the offer for Miami-based CWC valuing the company at US$8.2bn, including £1.8bn (US$2.6bn) in debt and a £0.03 (US$0.04) per share special cash dividend.
At the time, the cableco said shareholders controlling 45% of CWC had already agreed to vote for the transaction. They included Liberty chairman Malone (pictured) via CHLLC, Columbus International director John Risley via Clearwater, and Columbus CEO Brendan Paddick, who own a combined 35.7% of CWC, which acquired Columbus in 2015. Orbis Investment Management, which controls another 9.3%, had communicated a non-binding intention to vote in favor.
The transaction would be implemented in a two-step process comprising a court-approved scheme of arrangement between CWC and scheme shareholders, followed by a merger by the formation of a new company.
Liberty intends to carry out the deal via its tracking stock LiLAC (NASDAQ:LILAK), which it set up a year ago to hold its Latin American and Caribbean assets.
The company will attribute CWC to the LiLAC Group, which will pro forma be owned by existing LiLAC shareholders (25.44%), existing CWC shareholders (7.21%) and Liberty Global Group (67.35%).
Goldman Sachs and Lion Tree provided financial advice to Liberty, while Evercore Partners and JP Morgan advised CWC. In addition, Ropes & Gray advised Liberty on financing, and on M&A alongside Shearman & Sterling. Allen & Overy and Latham & Watkins acted as legal advisers to Liberty’s financial advisers. Slaughter & May and Paul Weiss, Rifkind, Wharton & Garrison acted as legal advisers to CWC.
Liberty CEO Mike Fries described the acquisition in November as a “watershed moment” for LiLAC which, following completion, would serve 10 million video, data, voice and mobile subscribers, with leading positions across multiple markets.
“With our long track record of strong operational and financial performance in the region, we are confident that this combination will yield substantial synergies and accelerate our current prospects for the LiLAC Group to low double-digit rebased OCF growth over the medium term. Our high-quality networks and commitment to product innovation will provide the foundation for growth and value creation for both Liberty Global and LiLAC shareholders. Upon closing, the combined LiLAC and CWC businesses will benefit from the broader group’s scale and management expertise.”
CWC’s main rivals are Digicel, which called off a US$2.3bn IPO last October, Millicom,
CWC claims to be the leader in 10 out of 15 of its mobile markets, 14 of its 15 broadband markets and all 14 fixed-line markets. Most of its operations are in the Caribbean (the Bahamas, Cayman Islands, Jamaica, Turks and Caicos Islands, Puerto Rico, British Virgin Islands, Anguilla, Antigua and Barbuda, Montserrat, Guadeloupe, Dominica, Martinique, Saint Lucia, Saint Vincent and the Grenadines, Barbados and Grenada), while it also has a presence in Panama and Seychelles.
