Offer Period expired at 17:40 hours CET on Tuesday, November 4, 2014
Following the Offer and post-closing procedures, Liberty Global will own 100% of Ziggo
Liberty Global declares the Offer unconditional
Settlement for tendered Ziggo Shares is on Tuesday, November 11, 2014
Remaining Shares can be tendered in a Post-Closing Acceptance Period, commencing
on Thursday, November 6, 2014 and ending on Wednesday, November 19, 2014
Denver, Colorado and Utrecht, the Netherlands – November 5, 2014:
Liberty Global plc (“Liberty Global”) (NASDAQ: LBTYA, LBTYB and LBTYK) and Ziggo N.V. (“Ziggo”) today
announce that Liberty Global has declared its previously announced recommended public offer (the “Offer”) for all
of Ziggo’s issued and outstanding ordinary shares (“Shares”) unconditional. All conditions to the Offer were met as
of the Acceptance Closing Date.
Acceptance
As of 17:40 hours CET (11:40 a.m. hours EST) on November 4, 2014, the "Acceptance Closing Date",
134,441,541 Shares, representing approximately 67.2% of the issued and outstanding Shares, had been tendered pursuant to the Offer. The Shares tendered pursuant to the Offer, together with the Shares already held by Liberty Global at the Acceptance Closing Date, represent approximately 87.9% of the outstanding Shares. LGE Holdco VII B.V. (the “Offeror”) declares the minimum acceptance level condition to be 80% of the Shares and to be satisfied, as are all other conditions to the Offer. Following the Post-Closing Acceptance Period, Liberty Global will commence procedures (as described below under Implications of the Offer being declared unconditional) that will result in Liberty Global owning 100% of Ziggo and the Shares will be delisted from Euronext Amsterdam.
Settlement Date
In accordance with the terms of the Offer, Ziggo shareholders (“Shareholders”) who accepted the Offer will receive
€11.00 in cash (the “Cash Consideration”), 0.2282 Liberty Global Class A ordinary shares and 0.5630 Liberty
Global Class C ordinary shares (the “Share Consideration” and, together with the Cash Consideration, the “Offer
Price”) for each Share tendered in the Offer. Payment and delivery of the Offer Price will occur on Tuesday,
November 11, 2014.
Supervisory Board Appointments
On November 11, 2014, the appointments of Diederik Karsten, Ritchy Drost, Jim Ryan and Huub Willems as
members of Ziggo’s supervisory board (“Supervisory Board”) will become effective. All present members of the
Supervisory Board will resign as of November 11, 2014, except for Rob Ruijter who will remain. Diederik Karsten
will become the Chairman of the Supervisory Board.
Proposed Management Board
Effective November 11, 2014, Baptiest Coopmans will be appointed as Ziggo’s Chief Executive Officer and René
Obermann will resign as a member of Ziggo’s management board (“Management Board”). As from the same date,
Hendrik de Groot will resign as a member of the Management Board and will assume a senior management
position in the new organization. Bert Groenewegen will remain as Chief Financial Officer of Ziggo.
Post-Closing Acceptance Period (na-aanmeldingstermijn)
The Offeror grants those Shareholders who have not tendered their Shares under the Offer the opportunity to
tender their Shares in a post-closing acceptance period (na-aanmeldingstermijn) commencing at 09:00 a.m. hours
CET (03:00 a.m. hours EST) on November 6, 2014 and expiring at 17:40 hours CET (11:40 a.m. hours EST) on
November 19, 2014 (the “Post-Closing Acceptance Period”). Shareholders can tender their Shares during the
Post-Closing Acceptance Period in the same manner and subject to the same terms and restrictions as described
in the Offer Memorandum dated June 27, 2014 (the “Offer Memorandum”) and the U.S. prospectus/offer to
exchange dated August 19, 2014 (the “U.S. Prospectus”).
Shareholders who tender their Shares during the Post-Closing Acceptance Period will not have withdrawal rights.
Shares tendered during the Post-Closing Acceptance Period will be accepted immediately. Liberty Global will
arrange for payment against delivery (levering) for the Shares that are validly tendered during the Post-Closing
Acceptance Period on the third business day after the day on which such Shares are tendered.
Implications of the Offer being declared unconditional
Shareholders who have not tendered their Shares under the Offer should carefully review the Offer Memorandum
(in particular section 8.10) and the U.S. Prospectus (in particular the section entitled “Risk Factors” and "The Offer
– Consequences to Ziggo Shareholders at Different Acceptance Levels”), which describe certain risks they are
subject to. These risks include the possibility that the Offeror will commence a statutory buy-out or implement the
Asset Sale and Liquidation (as described in the Offer Memorandum and the U.S. Prospectus). The decision
whether to implement the Asset Sale and Liquidation will only be made after the Post-Closing Acceptance Period,
provided that the Offeror will commence a statutory buy-out procedure, if, immediately after the Post-Closing
Acceptance Period, the Offeror and its Affiliates hold at least 95% of the Shares. In such event, the Offeror and
Ziggo will request Euronext Amsterdam to terminate the listing and trading of the Shares on Euronext Amsterdam
as soon as possible.
Those Shareholders who have not tendered their Shares under the Offer should note that if they do not tender
their Shares in the Post-Closing Acceptance Period, and Ziggo and the Offeror proceed to the Asset Sale and
Liquidation, such Shareholders may be faced with a 15% Dutch dividend withholding tax levied over the liquidation
distribution. See the Offer Memorandum under section 12.4 for further details. No dividend withholding tax is levied
on the Offer Price paid for Shares tendered in the Post-Closing Acceptance Period.
Termination of the Collar Financing Arrangement
In accordance with article 13 of the Dutch Decree on Public Takeover Bids, Liberty Global announces that it is
terminating its collar financing arrangement in relation to its Shares (see section 10.5 of the Offer Memorandum
and section "Beneficial Ownership" of the U.S. Prospectus for details on the collar financing arrangement). Liberty
Global's repayment of the collar financing will relieve the financial institution from its obligation to deliver back to
Liberty Global the 15,670,888 Shares that it borrowed from Liberty Global. No separate consideration is payable in
connection with this agreement as it forms part of the broader collar financing arrangement.
