FILE - In this Wednesday, July 11, 2012, file photo, John Malone. chairman of Liberty Media and CEO of Discovery Holding Company. arrives at the Allen & Company Sun Valley Conference in Sun Valley, Idaho. Liberty Global Inc., the cable TV operator controlled by Malone, announced Wednesday, Feb. 6, 2013, it s buying U.K.-based Virgin Media Inc. in a $16 billion deal that steps up the rivalry between Malone and fellow billionaire Rupert Murdoch. (AP Photo/Paul Sakuma, File)
Wednesday, February 06, 2013 5:48 pm
Liberty Global to buy Virgin Media for $16B
By BREE FOWLERAP Business Writer
Liberty Global is paying $5.9 billion in cash and the rest in stock for Virgin Media. The combination, announced late Tuesday, will provide stiffer competition in the U.K. to satellite TV provider BSkyB, which Murdoch's News Corp. is the largest single shareholder in, with a stake of about 40 percent.
The combined Liberty Global-Virgin Media company will become one of the world's largest providers of cable TV, Internet and phone services, with 25 million customers in 14 countries.
"Liberty Global together with Virgin Media is a powerful combination," Liberty Global President and CEO Michael Fries said Wednesday on a conference call with investors. "In fact, it hits the mark on just about every strategic and operating criteria we have established for our company and provides significant benefits to Virgin Media subscribers and investors."
Liberty Global is the largest cable operator in most of its 11 European markets. Virgin Media is the second-biggest pay TV company in the U.K. after BSkyB, or British Sky Broadcasting Group PLC.
Fries said that after the deal, about 80 percent of the company's revenue will come from five countries: the U.K., Germany, Belgium, Switzerland and the Netherlands. The two companies said they had combined revenue of $16.8 billion last year.
Besides the cable TV, Internet and landline phone operations, Virgin Media runs a mobile phone business. That's a business Liberty Global doesn't currently have. Virgin Group boss Richard Branson - a multibillionaire, like Malone and Murdoch - has a minority stake in Virgin Media.
The companies said the transaction is equal to $47.87 per Virgin Media share. That's about a 24 percent premium on the closing price of Virgin Media's U.S.-traded stock on Monday. Each Virgin Media shareholder will get $17.50 in cash and get the rest of the value in Liberty Global stock.
"This deal delivers attractive value now and exposure to a very compelling growth equity story," Virgin Media CEO Neil Berkett said on the conference call, pointing to the stock premium.
Virgin Media's U.S. shares fell 72 cents, or 1.6 percent, to close at $44.89 on Wednesday, a day after surging almost 18 percent to close at $45.61 after the company acknowledged it was in acquisition talks with Liberty Global. Liberty Global's stock fell $1.82, or 2.7 percent, to $66.06.
Liberty Global's Englewood, Colo., headquarters and main U.S. offices will remain in place, and its shares will continue to trade on the Nasdaq Stock Market. But the company will change its legal headquarters to the U.K. by becoming a subsidiary of a new U.K.-based holding company, which Fries said will give it more strategic and financial flexibility.
Virgin Media will continue to operate under its namesake brand in the U.K.
The deal remains subject to approval by the shareholders of both companies and by regulators. Malone, who holds more than 35 percent of Liberty Global's stock, said he will vote in favor of the deal. The deal is expected to close by the end of June.
Existing Virgin Media shareholders will get about 36 percent of Liberty Global's outstanding shares and about 26 percent of the voting rights, the companies said. In addition, one of the company's board members will join Liberty Global's board. Berkett doesn't plan to stay with the combined company once the deal closes.
The companies added that they expect about $180 million in annual costs savings once they are fully combined. Liberty Global wouldn't say whether there will be any staff reductions as part of the cost cutting.
The moves are also expected to boost Liberty Global's cash flow and allow it to speed up its stock buyback plan. In connection with the acquisition, Liberty Global said it plans to buy back about $3.5 billion worth of its shares over a two-year period after the acquisition closes.