Unitedglobalcom (NASDAQ:UCOMA)
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UnitedGlobalCom Increases Exchange Ratio and Amends Other Terms of Exchange
Offer for UGC Europe Shares
DENVER, Nov. 12 /PRNewswire-FirstCall/ -- UnitedGlobalCom, Inc. ("United" or
"the Company") announced today that it is amending its exchange offer for all
of the outstanding publicly held shares of UGC Europe, Inc. ("UGC Europe") to
increase the exchange ratio to 10.3 shares of United's Class A common stock for
each share of UGC Europe common stock validly tendered and not withdrawn. Under
the amended terms of the exchange offer, the minimum tender condition (which
required the tender of a majority of UGC Europe shares not held by United and
certain of its affiliates) has been increased so that United now may only
complete the exchange offer if enough UGC Europe shares are tendered such that
United and its subsidiaries collectively own at least 90% of the outstanding UGC
Europe common stock after consummation of the exchange offer. In addition,
United has committed to consummate a back-end short-form merger following the
completion of the exchange offer. The exchange offer has been extended to
remain open until 5:00 p.m., New York City time, on Thursday, December 18,
2003.
United also announced that, in connection with the revisions of the terms of the
exchange offer, it has entered into an agreement with its majority stockholder,
Liberty Media Corporation ("Liberty"), pursuant to which Liberty has agreed to
certain limitations on the exercise of its preemptive rights to acquire
additional shares of United's Class A common stock that have the effect of
capping Liberty's ability to exercise preemptive rights to increase its
ownership percentage of the Company's capital stock beyond the lower of 55% (or
in limited circumstances, 60%) and its then-current ownership percentage.
About the Exchange Offer
United reported that, as of November 12, 2003, 373,661 shares of UGC Europe
common stock have been tendered and not withdrawn, representing approximately
0.7466% of the outstanding UGC Europe common stock. United currently owns
approximately 66.75% of the outstanding UGC Europe common stock. If the
exchange offer is successfully completed, United will effect a "short form"
merger of UGC Europe and a wholly-owned subsidiary of United, by which United
would acquire the remaining shares for the same consideration.
The Company intends to file amended offering documents with the Securities and
Exchange Commission ("SEC") shortly describing the revised terms of the exchange
offer.
Notice For UGC Europe Stockholders
United intends to file with the SEC an amendment to its Registration Statement
on Form S-4 (File No. 333-109496) containing an amended prospectus relating to
the exchange offer, and intends that Europe Acquisition, Inc., its wholly-owned
subsidiary which is offering to exchange the shares of UGC Europe, will file an
amendment to its Schedule TO. UGC EUROPE STOCKHOLDERS AND OTHER INTERESTED
PARTIES ARE URGED TO READ UNITED'S AMENDED PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Materials filed with the SEC will be available
electronically without charge at an Internet site maintained by the SEC. The
address of that site is http://www.sec.gov/. Documents filed with the SEC may
be obtained from United without charge by directing a request to Richard Abbott,
Vice President of Finance, UnitedGlobalCom, Inc., 4643 S. Ulster Street, Suite
1300, Denver, CO 80237.
When available, the amended offer documents will be disseminated to holders of
UGC Europe common stock and will be available at no charge from the information
agent for the offer.
Notice for United Stockholders
United and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from United's stockholders in connection with the
special meeting of stockholders to be held to approve the issuance of the Class
A Common Stock in the exchange offer and planned merger. Information concerning
United's directors and executive officers and their direct and indirect
interests in the transaction is set forth in United's preliminary proxy
statement filed with the SEC relating to the special meeting of stockholders and
the prospectus contained in the registration statement on Form S-4 filed with
the SEC relating to the exchange offer. United expects to file shortly with the
SEC an amended proxy statement and registration statement. Materials filed with
the SEC are available electronically without charge at an Internet site
maintained by the SEC. The address of that site is http://www.sec.gov/.
Documents filed with the SEC also may be obtained from United without charge by
directing a request to Richard Abbott, Vice President of Finance,
UnitedGlobalCom, Inc., 4643 S. Ulster Street, Suite 1300, Denver, CO 80237
UNITED'S STOCKHOLDERS SHOULD READ THE PROXY STATEMENT AND OTHER RELEVANT
DOCUMENTS CAREFULLY BEFORE MAKING ANY VOTING DECISION BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
About UnitedGlobalCom
United is the largest international broadband communications provider of video,
voice, and Internet services with operations in numerous countries. Based on the
Company's operating statistics at September 30, 2003, United's networks reached
approximately 12.6 million homes passed and 9.0 million RGUs, including
approximately 7.4 million video subscribers, 717,900 voice subscribers, and
868,000 high speed Internet access subscribers. United's major operating
subsidiaries include UGC Europe, Inc. (UGC Europe) (NASDAQ:UGCE), a leading
pan-European broadband communications company; and VTR GlobalCom, S.A. (VTR),
the largest broadband communications provider in Chile.
For further information contact:
Richard S. L. Abbott - VP, Finance
Phone: (303) 220-6682
Email:
Please visit our web site at http://www.unitedglobal.com/ for further
information about the company.
DATASOURCE: UnitedGlobalCom, Inc.
CONTACT: Richard S. L. Abbott - VP, Finance of UnitedGlobalCom, Inc.,
+1-303-220-6682,
Web site: http://www.unitedglobal.com/