Liberty Global makes Telenet takeover bid
March 21, 2023
By Colin Mann
Belgian multiplay telco Telenet has confirmed it has been informed by converged broadband, video and mobile communications investor Liberty Global about its intention to launch a voluntary and conditional cash 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 per cent of Telenet’s outstanding issued share capital. An additional 3.12 per cent 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. This price represents a premium of 59 per cent compared to closing price of Telenet on March 15th, 2023, and a premium of 52 per cent compared to the volume-weighted average trading price of Telenet over one month before such date.
Telenet’s board of directors, subject to customary conditions, unanimously supports and recommends the Intended Offer as confirmed in the statement Telenet has issued. 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.
Mike Fries, CEO, Liberty Global, commented: “We believe an offer of €22.00 per share provides a good opportunity for Telenet shareholders to monetise their investment at an attractive premium. We welcome the unanimous decision of Telenet’s board of directors to support and recommend this offer. We are proud of how Telenet has evolved in recent years, and we are fully committed to Belgium and all the company’s stakeholders.”
The purchase of shares will be funded by non-recourse debt financing obtained by Liberty Global Belgium Holding. No Liberty Global corporate cash, liquidity or corporate guarantees are required to finance the share purchases.
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 per cent 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 per cent of the shares of Telenet and have acquired, by acceptance of the Intended Offer, at least 90 per cent 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 April 27th, 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 April 27th, 2007, on Public Takeover Bids regarding Liberty Global Belgium Holding’s intention to make the Intended Offer.