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Liberty Media International, Inc. and UnitedGlobalCom, Inc. Agree
to Combine
Important Notice: Liberty Media International, Inc. (LMI) Chairman, President
and CEO, John C. Malone, and UnitedGlobalCom, Inc. (UGC) President and CEO,
Michael T. Fries, will discuss the announced combination in a conference call
which will begin at 12:00 p.m. (ET) January 18, 2005. The call can be accessed
by dialing (913) 981-5522 or (800) 289-0528 at least 10 minutes prior to the
start time. Replays of the conference call can be accessed from 3:00 p.m. (ET)
on January 18, 2005 through 5:00 p.m. (ET) January 25, 2005, by dialing (719)
457-0820 or (888) 203-1112 plus the pass code 8474744#. The call will also be
broadcast live across the Internet. To access the web cast go to either
http://www.libertymediainternational.com/ir/ or
http://www.unitedglobal.com/irFmain.html. Links to this press release will also
be available on the LMI and UGC web sites.
ENGLEWOOD, Col., Jan. 18 /PRNewswire-FirstCall/ -- Liberty Media
International, Inc. (LMI) (NASDAQ:LBTYANASDAQ:LBTYB) and UnitedGlobalCom, Inc.
(UGC) (NASDAQ:UCOMA) announced today that the two companies have reached an
agreement to combine the businesses under a single entity to be named Liberty
Global, Inc. Liberty Global will be one of the largest owners and operators of
broadband communications systems outside the United States with ownership
interests in companies serving more than 14 million RGUs in 17 countries.
The merger will be accomplished as a result of a business combination whereby
each of LMI and UGC will become wholly-owned subsidiaries of a new holding
company, Liberty Global, Inc. Each issued and outstanding share of LMI common
stock will be converted into one share of the same series of common stock of
Liberty Global. Each issued and outstanding share of UGC common stock, other
than shares owned by LMI or its subsidiaries or by UGC, will be exchanged into
0.2155 of a share of Series A common stock of Liberty Global. A cash election
alternative of $9.58 per UGC share will be available to the UGC shareholders
subject to proration so that the amount of cash paid does not exceed 20% of the
total consideration received by the unaffiliated UGC shareholders.
Liberty Global expects to have a 10-member board of directors with five
directors selected from each of the existing boards of directors of LMI and
UGC. Dr. John C. Malone will be the Chairman of the Board of Directors and Mr.
Michael T. Fries will assume the post of President and Chief Executive Officer.
Given the substantial liquidity and free cash flow profile of the combined
company, the parties expect that Liberty Global's board of directors will
authorize a substantial stock repurchase program following the combination. Any
share repurchases would occur from time to time in the open market or in
privately negotiated transactions, subject to market conditions.
John Malone, LMI's Chairman, President and CEO, stated, "As demonstrated by the
new name of our company, I view this transaction as a merger of equals creating
one of the largest broadband services companies outside the United States."
Dr. Malone went on to say, "In a very short period of time, we have disposed of
non-strategic businesses and put in place a simplified structure from which our
operating businesses can focus on their respective markets including Europe,
Japan and Chile. From this structure, I am confident that Mike Fries and the
rest of the management team can create value for our shareholders through
internal growth and prudent acquisitions."
Mike Fries, President and CEO of UGC, commented, "The benefits of this
transaction to both sets of shareholders are substantial. Liberty Global will
have one of the strongest balance sheets in the industry, additional cash to
pursue acquisitions and a simplified and more liquid trading market for its
stock. In addition to rationalizing our respective interests in Chile and
clarifying future corporate opportunities, the deal also provides UGC
shareholders with an interest in the fast growing Japanese market at an
attractive valuation. We are very excited about the global scale this
transaction creates and the benefits that will accrue to both parties. Lastly,
the management teams from both companies complement each other extremely well
and are dedicated to continuing our track record of 'best in class' growth."
The merger, which has been negotiated and approved by a special committee of
the independent directors of UGC, is subject to LMI and UGC stockholder
approval, which in the case of UGC will include an affirmative vote of a
majority of the shares not beneficially owned by LMI and its affiliates, and
other customary consents and approvals. The transaction is expected to close
in the second quarter of this year.
LMI was advised by Banc of America Securities and Baker Botts LLP. The UGC
special committee was advised by Morgan Stanley and Debevoise & Plimpton LLP.
Additional Information
In connection with the proposed transaction, LMI and UGC will file a proxy
statement/prospectus with the Securities and Exchange Commission. STOCKHOLDERS
OF EACH COMPANY AND OTHER INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THE JOINT
PROXY STATEMENT/PROSPECTUS) REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be
able to obtain a free copy of the joint proxy statement/prospectus, as well as
other filings containing information about LMI and UGC, without charge, at the
SEC's Internet site (http://www.sec.gov/). Copies of the joint proxy
statement/prospectus and the filings with the SEC that will be incorporated by
reference in the joint proxy statement/prospectus can also be obtained, without
charge, by directing a request to Liberty Media International, Inc., 12300
Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations
Telephone: (877) 783-7676, or to UnitedGlobalCom, Inc., 4643 South Ulster
Street, Suite 1300, Denver, Colorado 80237, Attn: Investor Relations Department
Telephone (303) 770-4001.
Participants in Solicitation
The respective directors and executive officers of LMI and UGC and other
persons may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding LMI's directors and
executive officers is available in its registration statement on Form S-1/A
filed with the SEC by LMI on July 19, 2004 and in its current report on Form
8-K filed with the SEC by LMI on November 12, 2004, and information regarding
UGC's directors and executive officers is available in its proxy statement
filed with the SEC by UGC on October 25, 2004. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained the
joint proxy statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
About LMI
Liberty Media International, Inc. (NASDAQ:LBTYANASDAQ:LBTYB) owns interests in
broadband distribution and content companies operating outside the U.S.,
principally in Europe, Asia, and Latin America. Through its subsidiaries and
affiliates, LMI is the largest cable television operator outside the United
States in terms of video subscribers. LMI's businesses include UnitedGlobalCom,
Inc., Jupiter Telecommunications Co., Ltd., Jupiter Programming Co., Ltd.,
Liberty Cablevision of Puerto Rico, LLC and Pramer S.C.A.
About UGC
UGC (NASDAQ:UCOMA) is a leading international provider of video, voice, and
broadband Internet services with operations in 15 countries, including 12
countries in Europe. Based on the Company's operating statistics at September
30, 2004, UGC's networks reached approximately 15.5 million homes passed and
served over 11.1 million RGUs, including approximately 9.1 million video
subscribers, 761,000 telephone subscribers and 1.3 million broadband Internet
subscribers.
Certain statements in this press release may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, including completion of the transaction. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors that could cause the actual results, performance or achievements of
Liberty Global, Inc., Liberty Media International, Inc., UnitedGlobalCom, Inc.,
and their respective subsidiaries or industry results, to differ materially
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such risks, uncertainties and other factors
include, among others: the risks and factors described in the publicly filed
documents of Liberty Media International and UnitedGlobalCom, including their
most recently filed Forms 10-K; general economic and business conditions and
industry trends in the countries in which we operate; currency exchange risks;
the continued strength of the industries in which we operate; uncertainties
inherent in proposed business strategies and development plans; rapid
technological changes; future financial performance, including availability,
terms and deployment of capital; availability of qualified personnel; changes
in, or the failure or the inability to comply with, government regulation in
the countries in which we operate, and adverse outcomes from regulatory
proceedings; changes in the nature of key strategic relationships with partners
and joint venturers; competitor responses to the products and services of
Liberty Media International and UnitedGlobalCom, and the overall market
acceptance of such products and services, including acceptance of the pricing
of such products and services. These forward-looking statements speak only as
of the date of this Release. Liberty Media International and UnitedGlobalCom
expressly disclaims any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statement contained herein to reflect any
change in the respective expectations of Liberty Media International and
UnitedGlobalCom with regard thereto or any change in events, conditions or
circumstances on which any such statement is based. The transaction is subject
to customary closing conditions, including regulatory, stockholder and other
third party consents and approvals.
DATASOURCE: Liberty Media International, Inc.
CONTACT: Mike Erickson of Liberty Media International, +1-800-783-7676;
or Denver, Richard S. L. Abbott, +1-303-220-6682, or London, Claire Appleby,
+44 20 7 838 2004, or Europe, Bert Holtkamp, +31 (0) 778 9447, all of
UnitedGlobalCom
Web site: http://www.unitedglobal.com/irFmain.html
Web site: http://www.libertymediainternational.com/ir