Liberty Media to acquire outstanding Class B shares of UnitedGlobalCom
(PRN) -- Liberty Media Corporation (NYSE: L) (NYSE: LMC.B) Tuesday announced that it has agreed to acquire all of the outstanding shares of Class B common stock of UnitedGlobalCom, Inc. (Nasdaq: UCOMA) (United) from United's founding shareholders.
Pursuant to the agreement, all of United's holders of its 8,198,016 outstanding shares of Class B common stock have agreed to transfer their Class B shares to Liberty Media in exchange for 12,576,966 shares of Series A Common Stock of Liberty Media and a cash payment of approximately 50% of the Founders' estimated federal and state income tax liability arising from the transaction. The combination of the Class B shares with the 303 million shares already owned by Liberty Media will give Liberty Media ownership of approximately 75% of United's common stock representing approximately 96% of the voting power of United's shares.
Upon closing of the exchange, the restrictions on the exercise by Liberty Media of its voting power with respect to United will terminate. Liberty Media has agreed to enter into a new Standstill Agreement with United that will limit Liberty Media's ownership of United common stock to 90 percent of the outstanding common stock unless it makes an offer or effects another transaction to acquire all outstanding United common stock. Under certain circumstances, such an offer or transaction would require an independent appraisal to establish the price to be paid to stockholders unaffiliated with Liberty Media. Also upon closing of the exchange, the maturity of loans by Liberty Media to United and its subsidiaries in the aggregate amount of $102.7 million will be extended, on their current terms, from January 2004 until January 2009.
Following closing, which is expected to occur by the end of this year, Liberty Media's designees will comprise a majority of United's board of directors.
Robert Bennett, Liberty Media president and CEO stated, "This transaction advances Liberty Media's goal of controlling more of its core operating businesses. United is an important piece of Liberty Media's international cable activities and control of United solidifies Liberty Media as the broadband leader in Europe." Mr. Bennett went on to say, "The United Founding Shareholders built United from only a few cable television systems in Northern Europe to become one of the leading broadband operators in the world. United's distribution networks are among some of the most advanced in the world and we are very pleased to work with Gene Schneider, Mike Fries and the rest of the United team in advancing the company's vision."
Liberty Media Corporation owns interests in a broad range of video programming, broadband distribution, interactive technology services and communications businesses.