Liberty Global confirms acquisition of Virgin Media – Deal Terms

Liberty Global have confirmed that they are to acquire Virgin Media in a cash & stock merger.

Deal Terms

  • Virgin Media 2012 results (unaudited)Virgin Media
  • Revenue $6.6 billion
  • OCF $2.7 billion
  • OCF margin 41%

Virgin Media shareholders will receive for each share:

  • $17.50 in cash
  • 0.2582 shares of Liberty Global Series A common stockLiberty-Global-logo
  • 0.1928 shares of Liberty Global Series C common stock

Valuation

  • $47.87 per Virgin Media share
  • 24% premium to closing price
  • Implied Virgin Media equity value of $16.0 billion & enterprise value of $23.3 billion
  • Represents 8.8x 2012 OCF multiple
  • Represents 7.0x 2013E OCF multiple, after adjusting for synergies & taxes
  • Accretive to Free Cash Flow

Ownership

  • Liberty Global shareholders expected to own 64%
  • Virgin Media shareholders expected to own 36%

Path to completion

The transaction is subject to majority LGI & Virgin Media shareholder votes, regulatory approvals & customary closing conditions. The deal is expected to close in Q2 2013.

For full details see the Virgin Media Investor Call Presentation here.

USa, Englewood, CO & UK, London

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