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Liberty Global's Subsidiary Telenet to Acquire BASELiberty Global (News - Alert) plc ("Liberty Global") (NASDAQ: LBTYA, LBTYB and LBTYK) today announced that its subsidiary Telenet Group Holding NV ("Telenet") has entered into a definitive agreement to acquire BASE Company NV ("BASE Company"), the third-largest mobile network operator in Belgium in an all cash transaction valuing BASE Company at €1.325 billion. This represents a purchase price multiple of 4.2x BASE Company's estimated 2015 OCF1, as adjusted for approximately €145 million of projected annual run-rate opex synergies2. When the enterprise value is increased to include approximately €240 million of projected one-off investments and integration costs, the synergy adjusted multiple increases to 5.0x3. This acquisition will enable Telenet to compete more effectively in a mobile market with significant growth opportunities, while offering a full range of fixed and mobile services to the benefit of consumers and businesses in Belgium. Mike Fries, CEO of Liberty Global, stated, "We fully support Telenet's acquisition of Base, which represents a cost-effective and unique opportunity to expand Telenet's mobile and fixed business in Belgium. Not surprisingly, the synergies are substantial and the price at 4.2x OCF is highly accretive to shareholders. Given Telenet's scale in Belgium it can absorb the smaller Base business quickly and efficiently. Elsewhere in Europe we will continue to focus primarily on our existing MVNO arrangements and rapidly developing WiFi (News - Alert) networks to provide seamless mobile voice and data services to our customers." Telenet has been an active player in Belgium's mobile market through an MVNO since 2006, and has grown its mobile subscriber base to 895,000 at year-end 2014 on the back of its success with its revolutionary King and Kong offerings. The acquisition of BASE Company, with nearly 3.3 million mobile subscribers4 and adjusted revenue of €690 million5 for 2014, fits very well in Liberty Global's mobile strategy in Belgium, because this would allow Telenet to continue to provide ubiquitous connectivity for its and BASE Company's customers. This transaction represents a unique opportunity to secure ownership of mobile capacity at an attractive price together with an efficient financing structure. As noted above, Telenet expects to make expenditures totaling approximately €240 million to upgrade the capacity and quality of BASE Company's mobile network and support systems and to integrate BASE Company with Telenet's operations, most of which will occur over the next few years. Telenet intends to finance the acquisition of BASE Company through a combination of €1.0 billion of new debt facilities and existing liquidity. Giving pro-forma effect to the transaction and the completion of the intended financings, we estimate that Telenet's net leverage6 ratio under its existing bank facility, excluding synergies, would have been approximately 4.45x at December 31, 2014. The acquisition of BASE Company is subject to customary closing conditions, including merger approval from the relevant competition authorities. Telenet will host a conference call for investors and analysts on April 20, 2015 at 7:30am CET. The dial-in details for this call are: Phone (News - Alert) number: +1 646 254 3362 (US), +44(0)20 3427 1909 (UK) or +32(0)2 404 0660 (Belgium), Dial-in ID: 9329880. It is anticipated that the webcast will be archived on the Telenet website for at least 75 days. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our expectations with respect to BASE Company's 2015 OCF, the costs, benefits and impacts of the proposed acquisition, including annual run-rate synergies, one-off investments and integration costs, our mobile strategy, the impact of the transaction on Telenet's operations, financial performance and leverage ratios, and other information and statements that are not historical fact. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include the receipt and timing of necessary regulatory approvals to complete the acquisition, BASE Company's ability to continue financial and operational growth at historic levels, continued use by customers and potential customers of BASE Company's services, our and Telenet's ability to achieve expected operational efficiencies, synergies and economies of scale, as well as other factors detailed from time to time in our filings with the Securities and Exchange Commission including our most recently filed Form 10-K. These forward-looking statements speak only as of the date of this release. Liberty Global expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Global's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. 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 27 million customers subscribing to 56 million television, broadband internet and telephony services at December 31, 2014. In addition, we served 5 million mobile subscribers across nine countries at year-end 2014. Liberty Global's consumer brands include Virgin Media (News - Alert), UPC, Ziggo, Unitymedia, 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.
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