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Malone’s Liberty Global to fork out $23B for Virgin Media

Wed, 02/06/2013 - 3:27pm
Mike Robuck

Late yesterday, Liberty Global announced it has struck an agreement to purchase Virgin Media in a cash and stock deal valued at $23.3 billion.

The acquisition, which needs to pass regulatory approvals and is slated to close in the second quarter, would not only pit mega moguls John Malone and Rupert Murdoch against each other in the United Kingdom, but it would also give Malone’s Liberty Global the crown as the world’s largest cable operator.

Virgin Media is the second-largest cable operator in the U.K., while Murdoch’s BSkyB is the largest. Currently, Comcast is king of the cable operators worldwide with 22 million subscribers. Once the deal closes, Englewood, Colo.-based Liberty Global will have 25 million customers and pass 47 million homes in 14 countries.

Virgin Media had acknowledged it was in discussions with Liberty Global before yesterday’s announcement.

Under the terms of the agreement, Virgin Media shareholders will receive $17.50 in cash, 0.2582 Liberty Global Series A shares and 0.1928 Liberty Global Series C shares for each Virgin Media share that they hold. Based on Liberty Global’s Series A share price of $69.46 and Series C share price of $64.50 as of Monday, the amount comes to a price of $47.87 per Virgin Media share, reflecting a 24 percent premium to Virgin Media’s closing price on Monday.

The deal has an equity value of roughly $16 billion and an enterprise value of about $23.3 billion.

“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,” said Liberty Global CEO and President Mike Fries. “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 percent of Liberty Global's revenue will come from just five attractive and strong countries – the U.K., 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. 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."

"For these and other reasons, Virgin Media will be complementary to our own organic revenue and OCF growth profile, while providing attractive free cash flow enhancement to our shareholders. As a result, we intend to increase our commitment to share buybacks going forward, with an initial target of approximately $3.5 billion over a two-year period upon closing."

As part of its acquisition of Virgin Media, Liberty Global said it would “redomicile” from Delaware to the United Kingdom by becoming a subsidiary of a new holding company, a U.K. plc. Liberty Global’s current headquarters and other principal offices will remain in place.

Through various trust arrangements, Malone controls in excess of 35 percent of the voting power of Liberty Global. Richard Branson’s Virgin Group holds a minority stake in Virgin Media.

“Over the past six years, Virgin Media has transformed the digital experience of millions of customers, catalyzed a deep-rooted change in the U.K.’s digital landscape, and delivered impressive growth and returns for our shareholders,” Virgin Media CEO Neil Berkett said. “I’m confident that this deal will help us to build on this legacy. Virgin Media and Liberty Global have a shared ambition – focus on operational excellence and commitment to driving shareholder value. The combined company will be able to grow faster and deliver enhanced returns by capitalizing on the exciting opportunities that the digital revolution presents, both in the U.K. and across Europe.”

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