Telewest Global (NASDAQ:TLWT)
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NTL Incorporated (NASDAQ: NTLI) and Telewest Global,
Inc. (NASDAQ: TLWT) are pleased to announce that the stockholders of
NTL and Telewest have today voted by an overwhelming margin to approve
their combination. NTL said that approximately 99 percent of the NTL
shares that were voted approved the transaction, and Telewest said
that approximately 99 percent of the Telewest shares that were voted
approved the transaction.
NTL's Chairman, James Mooney said, "We're extremely pleased to see
shareholders recognize the value in combining our two companies. The
combination will enable us to leverage each company's strengths to
drive significant consumer and shareholder value over the long term."
The two companies anticipate that the closing of the transaction,
which contemplates a reclassification and partial redemption of
Telewest shares and the merger of NTL and a subsidiary of Telewest,
will take place on March 3, 2006 or shortly thereafter.
Upon the closing of the transaction, Telewest stockholders will
receive $16.25 in cash, and will retain 0.2875 shares of the combined
company, for each Telewest share they currently own. NTL stockholders
will receive 2.5 shares of the combined company for each NTL share
they currently own. NTL stockholders will own approximately 75% of the
combined company and Telewest stockholders will own approximately 25%
of the combined company. The combined company will go forward under
the NTL Incorporated name, and its shares will trade on NASDAQ under
the symbol "NTLI", although they will initially trade under the ticker
symbol "NTLID".
The combined company will have more than 5 million residential
customers. It will be the largest provider of residential broadband
services in the UK with 2.8 million subscribers, the second largest
pay TV provider with 3.3 million subscribers and also the second
largest fixed telephony provider with 4.3 million subscribers.
Notes to Editors:
About NTL
-- NTL Incorporated offers a wide range of communications and
content distribution services to residential and business
customers throughout the UK.
-- NTL Incorporated is the UK's largest cable company with 3.3
million residential customers, and the UK's leading supplier
of broadband services to consumers, with 1.8 million broadband
customers.
-- NTL Incorporated's network can service 7.7 million homes in
the UK.
-- Information on NTL Incorporated and its products can be
obtained at www.ntl.com.
About Telewest
Telewest Global, Inc., the broadband communications and media
group, currently passes and markets to 4.7 million homes and provides
multi-channel television, telephone and internet services to 1.8
million residential customers and Telewest Business, the company's
business division, supplies broadband communications to the public and
private sector markets. Its content division, Flextech, is the BBC's
partner in UKTV. For further information go to
http://mediacentre.telewest.co.uk/.
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995:
Various statements contained in this document constitute "forward
looking statements" as that term is defined under the Private
Securities Litigation Reform Act of 1995. Words like "believe,"
"anticipate," "should," "intend," "plan," "will," "expects,"
"estimates," "projects," "positioned," "strategy," and similar
expressions identify these forward looking statements, which involve
known and unknown risks, uncertainties and other factors that may
cause our actual results, performance or achievements or industry
results to be materially different from those contemplated, projected,
forecasted, estimated or budgeted, whether expressed or implied, by
these forward looking statements. These factors include: (1) the
failure to obtain and retain expected synergies from the proposed
merger with Telewest; (2) rates of success in executing, managing and
integrating key acquisitions, including the proposed merger with
Telewest; (3) the ability to achieve business plans for the combined
NTL/Telewest group; (4) the ability to manage and maintain key
customer relationships; (5) the ability to fund debt service
obligations through operating cash flow; (6) the ability to obtain
additional financing in the future and react to competitive and
technological changes; (7) the ability to comply with restrictive
covenants in NTL's indebtedness agreements; (8) the ability to control
customer churn; (9) our potential offer for 100% of the shares of
Virgin Mobile; (10) the ability to compete with a range of other
communications and content providers; (11) the effect of technological
changes on NTL's businesses; (12) the functionality or market
acceptance of new products that NTL may introduce; (13) possible
losses in revenues due to systems failures; (14) the ability to
maintain and upgrade NTL's networks in a cost-effective and timely
manner; (15) the reliance on single-source suppliers for some
equipment and software; (16) the ability to provide attractive
programming at a reasonable cost; and (17) the extent to which NTL's
future earnings will be sufficient to cover its fixed charges.
These and other factors are discussed in more detail under "Risk
Factors" and elsewhere in NTL's Form 10-K, Telewest's Form 10-K and in
our joint proxy statement/prospectus dated January 30, 2006. We assume
no obligation to update our forward looking statements to reflect
actual results, changes in assumptions or changes in factors affecting
these statements.