30 Jun 2014
Liberty Global, the parent of Dutch cable services operator UPC Netherlands, has formally launched its bid to take control of rival cableco Ziggo, according to Telecompaper. Under the deal, first announced in January this year, Ziggo shareholders will be able to sell off their shares in the period of 2 July to 10 September, with a two- to ten-week extension available, if required. Based on Liberty Global’s closing share price (26 June 2014), it is understood the bid is worth EUR35.64 (USD49.56) per share – in cash and Liberty ‘A’ and ‘C’ shares. Liberty will declare the offer ‘unconditional’ if a minimum 95% of Ziggo’s shares are sold, but has the option to reduce that limit to 80% or even 65% if Ziggo’s board approves.
Ziggo stockholders will vote on the planned takeover bid at an EGM scheduled for 26 August. The management and board of Ziggo (which currently hold 0.6% of the firm’s equity) have recommended the Liberty Global bid, which still needs European Commission (EC) approval. An EC decision is expected on or before 17 October.
Last week, TeleGeography’s CommsUpdate reported that the EC had rejected a request to refer the planned merger of the Netherlands’ largest and second largest cablecos Ziggo and UPC Nederland to the Dutch Authority for Consumers & Markets (ACM) for assessment under local competition law. The EC concluded that ACM was not better placed to examine the transaction ‘because of the Commission’s experience in assessing many mergers in the converging media and telecommunications sectors, the presence of Liberty Global in twelve countries of the European Economic Area (EEA), and the need for a consistent application of the merger control rules.’ Further, the EC found ‘it could not be excluded that the transaction might have effects outside the territory of the Netherlands, such as the linguistically homogeneous Flemish part of Belgium.’