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Liberty Global To Acquire Virgin Media For $23.3B

Virgin Media Stores. exterior and interior by Tom Oldham Feb 2010[Techtaffy Newsdesk]

Liberty Global will acquire Virgin Media in a stock and cash merger valued at approximately $23.3 billion. After the deal, roughly 80% of Liberty Global’s revenue will come from the UK, Germany, Belgium, Switzerland and the Netherlands.

Mike Fries (President and CEO,  Liberty Global): 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 segment.

The combined entities will be creating a broadband communications company, covering 47 million homes and serving 25 million customers across 14 countries. The combined company will be focused on the strongest and most strategic markets in Europe, with the scale to be at the forefront of technological change for customers.

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

Liberty Global will be listed on NASDAQ and will continue to report earnings and other financial statements in accordance with Securities and Exchange Commission regulations, including dollar denominated financial statements. Liberty Global’s board of directors will continue to form the board of Liberty Global, with the addition of one Virgin Media director to be named prior to the closing.

The transaction is subject to majority approval from both companies’ shareholders, regulatory approvals and other customary closing conditions.

LionTree Advisors acted as lead financial advisor to Liberty Global. Credit Suisse also acted as financial advisor and sole global coordinator and consent solicitation agent for the debt financing. Shearman & Sterling and Ropes & Gray served as legal counsel to Liberty Global. On behalf of Virgin Media, Goldman Sachs  and J.P. Morgan acted as financial advisors and Fried Frank and Milbank served as legal counsel. Goldman Sachs International acted as corporate broker to Virgin Media.

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