Liberty Global has announced plans to acquire
the U.K.'s largest cable
company, Virgin Media, in a cash and stock deal that the two companies are
valuing at around $23.3 billion in "enterprise value" or $16 million in "equity
value."
The
deal still needs shareholder and regulatory approval.
If
approved, the agreement implies a price of $47.87 per Virgin Media share,
reflecting a 24% premium to Virgin Media's closing price on February 4, 2013.
The
deal reflects an ongoing interest by Liberty Media chairman John Malone to
expand Liberty Media's already significant international footprint. It could
also create tougher competition for News Corp.'s 39% owned BSkyB, which has
long been the largest multichannel provider in the U.K. market.
The
combined companies generated $16.8 billion of revenue and $7.5 billion of
operating cash flow in 2012. They serve some 25 million customers in 14
countries.
Mike
Fries, President and CEO of Liberty Global, noted in a statement that "adding
Virgin Media to our large and growing European operations is a natural
extension of the value creation strategy we've been successfully using for over
seven years. Virgin Media will add significant scale and a first-class
management team in Europe's largest and most dynamic media and
communications market. After the deal, roughly 80% of Liberty Global's revenue
will come from just five attractive and strong countries - the UK, Germany, Belgium, Switzerland and the Netherlands."
"Like
all of our strategic acquisitions we expect this combination to yield
meaningful operating and capex synergies of approximately $180 million per year
upon full integration," he added. "But just as importantly, Virgin Media's
market leading innovation and product expertise, particularly in mobile and
B2B, will accelerate our own development of these business
segments."
The
companies noted that Malone "controls in excess of 35% of the voting power of
Liberty Global, and he has committed to support the transaction in his capacity
as a shareholder."
For
the transaction, LionTree Advisors acted as lead financial advisor to Liberty
Global. Credit Suisse also acted as financial advisor and sole global
coordinator and consent solicitation agent for the debt financing. Shearman
& Sterling and Ropes & Gray served as legal counsel to Liberty Global.
On
behalf of Virgin Media, Goldman Sachs & Co. and J.P. Morgan acted as
financial advisors and Fried Frank and Milbank served as legal counsel. Goldman
Sachs International acted as corporate broker to Virgin Media.
