Voluntary and conditional cash offer by Liberty Global on the shares of Telenet - Impact on Telenet's self-tender offer
Voluntary Offer by Liberty Global, Inc.
Yesterday, the Board of Directors of Telenet Group Holding NV ("Telenet" or the "Company") (Euronext Brussels: TNET) has been informed by Binan Investments B.V. (a wholly-owned subsidiary of Liberty Global, Inc.) ("LGI"), Telenet's majority shareholder (50.04%), that it has the intention to launch a voluntary and conditional offer in cash pursuant to the Law of April 1, 2007 on public takeover bids and the Royal Decree of April 27, 2007 on public takeover bids (the "Royal Decree") (the "Intended Offer") on all of the shares and other securities of Telenet giving access to voting rights that it does not already own or that are not held by Telenet. The Intended Offer is based on a price of EUR 35.00 per share of Telenet.
LGI has issued a press release in this respect, which is attached to this press release as Annex A, to which Telenet refers for further information on the price and conditions of the Intended Offer.
The Board of Directors of Telenet will review and analyze the Intended Offer in accordance with the Royal Decree. As is required by the Royal Decree, the independent directors of the Board of Directors of Telenet will appoint an independent expert to value the securities of Telenet subject to the Intended Offer and to comment on LGI's valuation procedures. The independent expert's report will be included in the prospectus that LGI will file with the Belgian Financial Services and Markets Authority ("FSMA"). In addition, the Board of Directors will prepare and publish a response memorandum (Memorie van Antwoord), in accordance with the Royal Decree.
Previously announced share buy-back by Telenet Group Holding NV
Telenet has announced, on August 13, 2012, that it would initiate a share buy-back through a voluntary and conditional takeover bid for a maximum of 20,673,043 shares, or 18.20% of the share capital of Telenet, at a price of 31.75 per share ("Telenet's Self-Tender Offer"). (The initially announced price of 35 was adjusted downwards by the 3.25 per share paid on August 31, 2012 pursuant to the capital decrease approved by the extraordinary shareholders' meeting on April 25, 2012). Telenet refers to its press release dated August 13, 2012 in this respect, which is attached as Annex B to this press release.
Telenet's Board of Directors has resolved yesterday to continue to prepare Telenet's Self-Tender Offer at the price and subject to the conditions announced on August 13, 2012 (see Annex B). For Telenet's shareholders, this implies that,
- in case LGI does not proceed with the Intended Offer as it reserves the right to do in certain circumstances in its press release (see Annex A); or
- in case Telenet's shareholders tender in the Intended Offer by LGI but the conditions to which LGI's Intended Offer are subject (see Annex A) are not met and not waived by LGI,
subject to the conditions announced on August 13, 2012, they will then have the opportunity to tender in Telenet's Self-Tender Offer (see Annex B).
cfr Press Release
