Liberty Global Belgium to launch takeover bid for Telenet Group Holding

Tuesday, March 21st, 2023 
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Liberty Global plc’s subsidiary, Liberty Global Belgium Holding B.V., intends to launch a voluntary and conditional public takeover bid for Telenet Group Holding NV

  • Communication in accordance with article 8, §1 of the Royal Decree of 27 April 2007 on public takeover bids

LONDON — Liberty Global plc (NASDAQ: LBTYA, LBTYB and LBTYK) has an indirect wholly-owned subsidiary, Liberty Global Belgium Holding B.V., a private limited liability company incorporated under the laws of the Netherlands (Liberty Global Belgium Holding). Liberty Global Belgium Holding announces today that it is intending to launch a voluntary and conditional public takeover bid for all the shares of Telenet Group Holding NV (Telenet) that Liberty Global Belgium Holding does not already own or that are not held by Telenet (the Intended Offer). Liberty Global Belgium Holding has been the controlling shareholder in Telenet since February 2007 and currently owns 59.18% of Telenet’s outstanding issued share capital. Telenet owns 3.12% of the outstanding issued share capital in treasury.

The Intended Offer would be an offer in cash at a price of EUR 22.00 per share. This price represents a premium of 59% compared to the closing price of Telenet on 15 March 2023, and a premium of 52% compared to the volume-weighted average trading price of Telenet over one month before such date.

If Telenet’s ordinary general meeting of 26 April 2023 approves the payment of a gross dividend of EUR 1.00 per share as proposed by Telenet’s board of directors and the ex-dividend date (3 May 2023) falls prior to the date of payment of the offer price, the offer price per share will be reduced by the total gross amount of such dividend (before any applicable tax deduction).

The Intended Offer 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 Telenet 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 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. Liberty Global Belgium Holding has informed the chairman of Telenet’s board of directors of its intentions and Telenet has issued today a statement expressing that, subject to customary conditions, its board of directors unanimously supports and recommends the Intended Offer. Since Liberty Global Belgium Holding already has control over Telenet, the independent directors of Telenet have appointed Lazard BV/SRL as independent expert to draw up an independent expert report in accordance with Article 23 of the Royal Decree of 27 April 2007 on public takeover bids (the Takeover Decree). The Telenet board of directors will provide its formal opinion in a response memorandum which it will issue in accordance with the applicable legal framework.

This announcement is only an expression of an intention and does not constitute a formal notification of a voluntary public takeover bid within the meaning of the Takeover Decree and the Law of 1 April 2007 on public takeover bids.

If Liberty Global Belgium Holding decides to formally launch a voluntary and conditional public takeover bid, it will deposit a file for this purpose (including a draft prospectus) with the FSMA. The board of directors of Telenet will then examine the draft prospectus and present its detailed opinion in a response memorandum. If Liberty Global Belgium Holding renounces its intention to launch an offer, it will immediately communicate this in accordance with the applicable rules.

Links: Liberty Global; Telenet