John Malone can scratch Ziggo off of his “to do” list now that his Liberty Global has picked up the rest of Ziggo that it didn’t already own in a $13.7 billion cash and stock deal.
After purchasing a 28.5 percent stake in Ziggo in March of last year, Malone and Liberty Global had been in hot pursuit of the rest of Netherlands-based Ziggo since August. In October, Ziggo’s board and shareholders rebuffed Liberty Global’s offer, but Liberty Global returned with another bid last month.
The two companies said the completed deal was unanimously recommended by Ziggo’s management and supervisory boards. Liberty Global will combine its UPC Netherlands operation with Ziggo’s to create the largest Dutch cable operator, which will reach over 7 million of all Dutch homes.
Under the terms of the offer and adjusting for completion of the stock dividend, Ziggo shareholders will receive €11.00 in cash, 0.2282 Liberty Global Class A ordinary shares and 0.5630 Liberty Global Class C ordinary shares (0.1674 prior to completion of the stock dividend) for each Ziggo share that they hold.
“This transaction creates a nationwide cable champion that will drive investment and innovation for the benefit of Dutch consumers and businesses alike,” Liberty Global CEO Mike Fries said. “Our combined operations will reach over 90 percent of all Dutch households allowing us to compete more effectively with the other national telecommunications and satellite platforms in the Netherlands, and at the same time generate significant revenue and operating efficiencies.
“We are targeting €160 million in annual run-rate synergies by 2018, which will underpin our growth profile over the next few years in the Netherlands and for Liberty Global overall, as we continue to build scale in Western Europe.”
The combined business will provide video, broadband and telephony services to over four million unique subscribers. With approximately €2.5 billion3 in total revenue, the combined company will be a leading provider of communication services across the Netherlands.
All of the Dutch operations will be centralized at Ziggo’s Utrecht headquarters. Going forward, the Ziggo brand will be the brand for the combined Dutch businesses.
“For Ziggo this is a great opportunity to create a Dutch industry leader together with UPC Netherlands,” said Andrew Sukawaty, chairman of the supervisory board of Ziggo. “In essence, this transaction is about two Dutch companies coming together. Our customers will benefit as the new combination has an agenda of investing in growth and innovative solutions, helping customers to enjoy media and entertainment even more while at the same time ensuring a high level of data-security and privacy.
“The new Ziggo combines two regional networks. By joining forces they will stimulate and maintain the leading position of the Netherlands in the digital economy. For our employees the new combination will allow them to become part of a larger and stronger company, offering new perspectives and career opportunities.”
Separately, Liberty Global announced this morning that it was increasing its authorization to buy back company shares by almost 30 percent. The $1 billion expansion pushed the two-year stock buyback program to $4.5 billion. The board extended the completion date for buybacks from mid-2015 until the end of 2015.
The company also announced a stock dividend of one Liberty Global Class C ordinary share for each outstanding Class A, Class B and Class C ordinary share. Liberty Global said the dividend was factored into the terms of its Ziggo acquisition, and that it would provide the company with greater flexibility in its future merger and acquisition strategy.