Voluntary and conditional cash offer by Liberty Global
The enclosed information constitutes regulated information as defined in the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market. Inside information.
Mechelen, March 21, 2023 - Telenet Group Holding NV (“Telenet” or the “Company”) (Euronext Brussels: TNET) confirms it has been informed by Liberty Global plc (“Liberty Global”) about its intention to launch a voluntary and conditional cash offer (the “Intended Offer”) for all of the Telenet shares that it does not already own or that are not held by Telenet. Liberty Global has been Telenet’s controlling shareholder since 2007 and currently owns, through its wholly owned subsidiary Liberty Global Belgium Holding B.V., 59.18% of Telenet’s outstanding issued share capital. An additional 3.12% is held by Telenet as treasury shares following share repurchases in previous years.
The Intended Offer would be an offer in cash at a price of €22.00 per share, corrected for the proposed dividend paid by Telenet prior to the closing of the transaction (the “Offer Price”[1]).This price represents a premium of 59% compared to closing price of Telenet on March 15, 2023, and a premium of 52% compared to the volume-weighted average trading price of Telenet over one month before such date. The Intended Offer, if launched, would be subject to the conditions that (i) as a result of the Intended Offer, Liberty Global Belgium Holding must, together with Telenet, own at least 95% of the shares in the Company and (ii) no material adverse change occurs with respect to the closing quote of the BEL-20 index and shares of specified market peers of Telenet prior to the date of the announcement of the results of the initial acceptance period of the Intended Offer.
If, following the Intended Offer, Liberty Global Belgium Holding, together with Telenet, own at least 95% of the shares of Telenet and have acquired, by acceptance of the Intended Offer, at least 90% of the shares that are the subject of the Intended Offer, the Intended Offer will be followed by a simplified squeeze-out bid subject to the same financial conditions as the Intended Offer.
In accordance with its obligations under Belgian law, the board of directors, with the support of its financial and legal advisors, has reviewed the Intended Offer and assessed the terms and conditions thereof. Subject to customary conditions being (i) the review of the bid prospectus to be prepared by Liberty Global and the filing thereof with the FSMA in due course and (ii) the completion of the valuation report by Lazard BV/SRL, which has been appointed independent expert by the independent directors of the Company, in accordance with article 23 of the royal decree of 27 April 2007 on public takeovers, Telenet’s board of directors unanimously supports and recommends the Intended Offer. The Board of Directors will provide its formal opinion in a response memorandum which it will issue in accordance with the applicable legal framework.
Liberty Global Belgium Holding has published a notice in accordance with article 8, §1 of the Royal Decree of 27 April 2007 on Public Takeover Bids regarding Liberty Global Belgium Holding’s intention to make the Intended Offer which can be found here: Investor News & Events - Liberty Global
Telenet has been assisted in respect of the Intended Offer by Goldman Sachs International and Freshfields Bruckhaus Deringer LLP as financial and legal advisors respectively and the independent directors of Telenet by Baker McKenzie as legal adviser. The independent directors have appointed Lazard BV/SRL as independent expert in accordance with article 23 of the royal decree of 27 April 2007 on public takeovers. Liberty Global has been assisted by JP Morgan, BNP Paribas and LionTree Advisors and Allen & Overy LLP, Shearman & Sterling and Ropes & Gray.
1If Telenet’s ordinary general meeting of April 26, 2023 approves the payment of a gross dividend of €1.00 per share as proposed by Telenet’s board of directors and the ex-dividend date (May 3, 2023) falls prior to the date of payment of the Offer Price, the Offer Price will be reduced by the total gross amount of such dividend (before any applicable tax deduction).
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