Liberty Global, Inc. (“Liberty Global”) (NASDAQ: LBTYA, LBTYB and LBTYK) is announcing today a number of decisions relating to its intended voluntary and conditional cash offer for the outstanding shares of Telenet Group Holding NV (“Telenet”) (Euronext Brussels: TNET) that it does not own or that are not held by Telenet, as announced on September 19, 2012 (the “Intended Offer”).
Liberty Global confirms that it intends to proceed with the Intended Offer based on a price of €35.00 (the “Offer Price”) per ordinary share of Telenet, and it has decided to remove the 95% minimum acceptance condition of the Intended Offer.
Liberty Global considers the Offer Price to be highly attractive for Telenet shareholders and intends to proceed with the Intended Offer as soon as practically possible, irrespective of the recommendation expressed by the independent directors of Telenet.
Liberty Global has serious reservations regarding the long-term business plan assumptions that were used in the valuation report prepared by Lazard SPRL (“Lazard”), the independent expert pursuant to the Intended Offer. Liberty Global believes that these assumptions form a speculative plan that cannot be reasonably achieved or implemented. In particular, Liberty Global notes that the updated assumptions:i) were revised by Telenet’s management after Liberty Global’s announcement of the Intended Offer and were not discussed with the board of Telenet ahead of its distribution to Lazard; ii) are neither supported nor vetted by the board members of Telenet appointed by Liberty Global, which is inconsistent with the historical practice of Telenet; and iii) include a material upward revision coming from the long-term contribution of mobile services to Telenet that Liberty Global views as being unachievable given the aggressive expectations of market share gains. Liberty Global has expressed these reservations to Telenet’s management team, the independent board members of Telenet and Lazard. In addition to the reservations regarding the operating assumptions mentioned above, Liberty Global, which has been advised by Morgan Stanley, believes that the Lazard report contains certain analyses and valuation methodologies that are not appropriate for the evaluation of the Intended Offer. Liberty Global intends to provide further details with regard to its views on the Lazard report and the long-term assumptions in the prospectus (which will include the final independent expert report) to be filed with the Belgian Financial Services and Markets Authority (the “FSMA”).
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