Liberty Lowers Acceptance Threshold for Ziggo Bid

NEW YORK (The Deal) -- International cable business Liberty Global (LBTYA)  on Thursday extended its difficult 4.9 billion euros ($6.3 billion) takeover offer for the 71.5% of Dutch rival Ziggo it doesn't already own and cut the number of shares it said it needs for the acquisition to proceed.

Englewood, Colo.-based Liberty said shareholders now have until Nov. 4 to commit their stock to the deal after previously setting a deadline of Sept. 10.

The company said it also now only needs the deal to give it 80% of Ziggo for it to proceed, down from a previous threshold of 95%, which would have allowed it to squeeze out remaining investors.

It has said in the past it would potentially even accept just 65% of Ziggo.

"The offer period has been extended because not all conditions for completion of the offer, in particular the condition on competition clearance, were fulfilled upon expiry of the initial acceptance period,"

the company said.

The European Commission has until Nov. 3 to complete its Phase II in-depth review of the deal and rule on the transaction. The regulator is concerned because combining Ziggo with its Dutch UPC Holding BV broadcaster would give Liberty 90% of the Dutch cable market. The Colorado cable company would also have a strong position in Belgium, where it already owns 58.4% of cable company Telenet Group Holding NV.

Liberty had previously attempted to buy all of Telenet but failed to win over the company's investors.

The EC is reportedly set to clear the deal on the condition that Liberty sell its Film 1 Dutch payTV channel and commit to not throttling broadband speeds for Internet-based providers such as Netflix  (NFLX) .

The 80% threshold is vital to the deal's future. It's the least Liberty said it needs to proceed with a Ziggo liquidation plan approved by Ziggo shareholders last month. The plan calls for Ziggo to be dissolved and its assets sold to a Liberty subsidiary should the Liberty approach become unconditional.

Liberty is offering 0.2282 of a Class A and 0.5630 of a Class C share, as well as €11 per share in cash, to buy the majority of the Dutch cable company it doesn't own. The bid is worth about 36.03 euros per Ziggo share, a 2% premium to the stock's Wednesday close.

The offer values Ziggo's total equity at 7.2 billion euros.

Liberty says the deal offers Ziggo shareholders a 47% premium over the target's share price on March 27, 2013, the day before Liberty first bought into Ziggo.

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