Liberty Global Becomes New Parent Company of LMI and UGC
2005年6月16日 - 9:30AM
PRニュース・ワイアー (英語)
Liberty Global Becomes New Parent Company of LMI and UGC
Consolidates Largest Broadband Cable Platform Outside the U.S.
DENVER, June 15 /PRNewswire-FirstCall/ -- Liberty Global, Inc.
(Liberty Global) announced that the business combination of Liberty
Media International, Inc. (LMI) and UnitedGlobalCom, Inc. (UGC)
closed today at 5:01 p.m., New York City time. Holders of
approximately 98% of the aggregate voting power of the shares of
UGC common stock present in person or by proxy and holders of
approximately 99% of the aggregate voting power of the shares of
LMI common stock present in person or by proxy, voted in favor of
the business combination. As a result of the closing, Liberty
Global has become the new parent company of LMI and UGC, and
Liberty Global's Series A and Series B common stock
(NASDAQ:LBTYANASDAQ:LBTYB) will begin trading on the Nasdaq
National Market on June 16, 2005. LMI Series A and Series B common
stock and UGC Class A common stock, which previously traded on the
Nasdaq National Market under the symbols LBTYA, LBTYB and UCOMA,
respectively, have ceased trading and will be deregistered under
the securities laws. "We are pleased that the shareholders of both
UGC and LMI supported the creation of Liberty Global," stated John
Malone, Chairman of the Board. "As our operations in Europe, Japan
and Chile have demonstrated over the last five years, the broadband
video, voice and data business outside the U.S. is a fantastic
growth story. And with our strong balance sheet, the company is
well positioned to expand its footprint as additional acquisitions
become available, particularly in Europe and Japan." Mike Fries,
President and CEO of Liberty Global, commented, "With consolidated
operations in 18 countries and networks that pass nearly 23 million
homes, Liberty Global is one of the largest broadband services
companies anywhere in the world. We control the leading MSO's in
each of Europe, Japan and Latin America which currently provide
services to over 11 million customers, representing over 14 million
revenue generating units (RGUs). Success in our business has always
been driven by scale, capital and strong management. Liberty Global
has all three. I am particularly proud of the senior executives
we've assembled from both UGC and LMI which represent, in my view,
one of the strongest management teams in our industry." Senior
Management of Liberty Global John C. Malone Chairman Michael T.
Fries President and Chief Executive Officer Bernard G. Dvorak
Senior Vice President, Co-Chief Financial Officer (and Principal
Accounting Officer) Charles H.R. Bracken Senior Vice President,
Co-Chief Financial Officer (and Principal Financial Officer)
Elizabeth M. Markowski Senior Vice President, Secretary, General
Counsel Anthony G. Werner Senior Vice President, Chief Technology
Officer Frederick G. Westerman Senior Vice President, Investor
Relations & Corporate Communications Amy M. Blair Senior Vice
President, Global Human Resources Shane O'Neill Senior Vice
President, Chief Strategy Officer; and President, chellomedia Gene
Musselman President & Chief Operating Officer, UPC Broadband
Miranda Curtis President, Liberty Global Japan Dave J. Leonard
President, Liberty Global Latin America Additional Information
About the Business Combination In the transaction, each outstanding
share of LMI common stock was converted into one share of the
corresponding series of common stock of Liberty Global, and each
outstanding share of UGC common stock (other than shares owned by
LMI or its subsidiaries) was converted into the right to receive,
at the option of the holder, (1) 0.2155 of a share of Liberty
Global Series A common stock, plus cash in lieu of fractional
shares, or (2) $9.58 in cash, subject to proration. The merger
agreement, pursuant to which the business combination was effected,
provides for a limit on the aggregate number of shares of UGC
common stock which can be converted into cash in the transaction.
This limit, which is referred to in the merger agreement as the UGC
Share Threshold Number, was determined to be approximately 72.5
million shares of UGC common stock. As a result, the total amount
of cash to be paid to former UGC stockholders in payment of their
cash elections is approximately $694.5 million. Based on
preliminary information received from the exchange agent, the
number of shares as to which cash elections have been made exceeds
the UGC Share Threshold Number and, accordingly, the cash elections
will be prorated in accordance with the merger agreement. The
proration factor will not be available until the exchange agent
determines the final number of shares of UGC common stock as to
which valid cash elections were made. Any shares of UGC common
stock which are not exchanged for cash as a result of the proration
will be exchanged for shares of Liberty Global Series A common
stock, plus cash in lieu of fractional shares. In addition, UGC
stockholders who did not properly make a cash election by 5:00
p.m., New York City time, today (which was the cash election
deadline) will be entitled to receive Liberty Global Series A
common stock, plus cash in lieu of fractional shares, in exchange
for their shares of UGC common stock in the transaction. Based on
preliminary information received from the exchange agent, we
estimate that approximately 229.6 million shares of Liberty Global
Series A common stock and approximately 7.3 million shares of
Liberty Global Series B common stock will be issued and
outstanding, immediately following the closing. Liberty Global
expects to begin distributing shares of its common stock and the
cash consideration payable in the transaction on June 16, 2005.
About Liberty Global, Inc. Liberty Global owns interests in
broadband, distribution and content companies operating outside the
continental U.S., principally in Europe, Asia, and Latin America.
Through its subsidiaries and affiliates, Liberty Global is one of
the largest cable television operators outside the United States.
Based on Liberty Global's operating statistics at March 31, 2005,
Liberty Global's networks reached approximately 23.0 million homes
passed and served approximately 14.3 million revenue generating
units, including approximately 10.4 million video subscribers, 2.3
million broadband Internet subscribers and 1.6 million telephone
subscribers. Forward-Looking Statements Except for historical
information contained herein, this press release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including the discussion
of Liberty Global's potential for future expansion. These forward
looking statements involve certain risks and uncertainties that
could cause actual results to differ materially from those
expressed or implied by these statements, including the continued
use by subscribers and potential subscribers of Liberty Global's
services, changes in the technology and competition, competition
for acquisition targets, as well as other factors detailed from
time to time in the Company's filings with the Securities and
Exchange Commission. These forward-looking statements speak only as
of the date of this release. Liberty Global expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statement contained herein to reflect any
change in Liberty Global's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based. DATASOURCE: Liberty Global, Inc. CONTACT:
Richard S.L. Abbott, +1-303-220-6682, Robert Lenterman, +31 20 778
9901, Bert Holtkamp, +31 20 778 9447, or Christopher Noyes,
+1-303-220-6693, all for Liberty Global
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