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Update on Recommended Public Offer for Ziggo
|By Business Wire
|August 11, 2014 05:00 PM EDT
Liberty Global plc (“Liberty Global”) (NASDAQ: LBTYA, LBTYB and LBTYK)
today announces, in connection with its previously announced recommended
public offer (“Offer”) to all holders of issued and outstanding ordinary
shares in the capital of Ziggo N.V. (“Ziggo”) as more fully described in
the joint press releases of Liberty Global and Ziggo of January 27, 2014
and June 27, 2014, the availability on the websites of Liberty Global
and Ziggo of a revised preliminary prospectus/offer to exchange (the “US
Prospectus”) related to the Offer. The US Prospectus was filed today
with the U.S. Securities and Exchange Commission (“SEC”) as part of
Amendment No. 2 to Liberty Global’s registration statement on Form S-4
initially filed with the SEC on June 27, 2014. The US Prospectus
incorporates by reference Liberty Global’s unaudited condensed
consolidated financial statements for the quarter ended June 30, 2014,
updates certain financial and operating information relating to Liberty
Global and contains additional information to the Offer Memorandum
relating to, among other items, the consequences to Ziggo shareholders
if the Offer is completed at different minimum acceptance conditions.
The US Prospectus can be found on Liberty Global's website for the Offer
and Ziggo’s offer website at www.ziggo.com/nl/investors/lg-offering/.
In addition, Ziggo shareholders may obtain any of these documents,
without charge, from the Information Agent for the Offer, Georgeson, and
from the SEC at the SEC's website at www.sec.gov.
If you would like to request hard copy documents from Liberty Global,
please contact Georgeson or Liberty Global’s investor relations
department. Copies of these documents are also available free of charge
from the offices of Ziggo and the Exchange Agent for the Offer, ING Bank
Liberty Global also announces that it has published a summary
advertisement relating to the Offer in the August 11, 2014 edition of
the New York Times (US National Edition). The purpose of the summary
advertisement is to inform US resident holders of Ziggo ordinary shares
of the Offer and the availability of the US Prospectus.
Westplein 11, 3016 BM, Rotterdam, Netherlands
480 Washington Boulevard, 26th Floor, Jersey City, NJ 07310 USA
Toll-Free Number for European Retail Shareholders: 00 800 3814 3814
European Bank and Broker Helpline: +44 (0) 870 703 6357
Toll-Free Number for Institutional and U.S. Shareholders: (877)
Email: [email protected]
ING Bank N.V. (Attention: Sjoukje Hollander/Remko Los)
1102 MG Amsterdam
Telephone: + 31 20 563 6546 / + 31 20 563 6619
Fax: + 31 20 563 6959
E-mail: [email protected]
Additional Information and Where to Find It
Nothing in this press release shall constitute a solicitation to buy or
subscribe for or an offer to sell any securities of Ziggo. In connection
with the proposed acquisition of Ziggo, Liberty Global has filed a
registration statement on Form S-4 with the SEC on June 27, 2014, as
amended by Amendment No. 1 filed on July 24, 2014 and Amendment No. 2
filed on August 11, 2014, containing the U.S. Prospectus, and as to
which the Offer Memorandum has been filed as an exhibit. SHAREHOLDERS OF
ZIGGO ARE URGED TO READ THE REGISTRATION STATEMENT AND THE U.S.
PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. Shareholders can obtain a free copy
of the registration statement, the U.S. Prospectus and the Offer
Memorandum, as well as other filings containing information about
Liberty Global, without charge, at the SEC's internet site (http://www.sec.gov).
Copies of the registration statement, the U.S. Prospectus, the Offer
Memorandum and other filings by Liberty Global with the SEC that are
incorporated by reference in the U.S. Prospectus can also be obtained,
without charge, by directing a request to Liberty Global plc, 12300
Liberty Boulevard, Englewood, CO 80112, USA, Attention: Investor
Relations, or on the website of Liberty Global at http://www.libertyglobal.com/ir-ziggo-offer.html.
About Liberty Global
Liberty Global is the largest international cable company with
operations in 14 countries. We connect people to the digital world and
enable them to discover and experience its endless possibilities. Our
market-leading triple-play services are provided through next-generation
networks and innovative technology platforms that connected 24 million
customers subscribing to 49 million television, broadband internet and
telephony services at June 30, 2014.
Liberty Global's consumer brands include Virgin Media, UPC, Unitymedia,
Kabel BW, Telenet and VTR. Our operations also include Liberty Global
Business Services, our commercial division, and Liberty Global Ventures,
our investment fund. For more information, please visit www.libertyglobal.com.
This is a press release by Liberty Global plc (“Liberty Global”) in
connection with the recommended public offer (the “Offer”) by LGE HoldCo
VII B.V., an indirect wholly-owned subsidiary of Liberty Global (the
“Offeror”), for all the issued and outstanding shares in the capital of
Ziggo N.V. (“Ziggo”) not yet owned by Liberty Global and its affiliates.
The Offer is made solely pursuant to the Offer Memorandum, dated June
27, 2014, filed with the Netherlands Authority for the Financial Markets
(Autoriteit Financiële Markten), and the preliminary prospectus/offer to
exchange forming part of the Registration Statement on Form S-4
initially filed with the United States Securities and Exchange
Commission (“SEC”) on June 27, 2014, and any amendments or supplements
to such Offer materials. The information in the preliminary
prospectus/offer to exchange is subject to change, and neither Liberty
Global nor the Offeror may complete the Offer and issue the securities
forming part of the offer consideration until the Registration Statement
on Form S-4 filed with the SEC is declared effective. This announcement
is not for release, publication or distribution, in whole or in part, in
or into, directly or indirectly, Canada and Japan.
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