Altice Europe N : Agreement on Recommended All-Cash Offer of EUR 4.11 Per Share for All Common Shares A and Common Shares B in the Capital of Altice Europe by Next Private B.V.
09/11/2020 | 02:45am EST
This is a joint press release by Altice Europe N.V. ("Altice Europe") and Next Private B.V. (the "Offeror"), a direct subsidiary of Next Alt S.à r.l, the majority shareholder of Altice Europe, pursuant to the provisions of Section 4, paragraphs 1 and 3, Section 5, paragraph 1 and Section 7, paragraph 4 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft) (the "Decree") in connection with the intended public offer by the Offeror for all the issued and outstanding common shares A and common shares B in the capital of Altice Europe (the "Offer"). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of an offer memorandum (the "Offer Memorandum") approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) (the "AFM"). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada and Japan or in any other jurisdiction in which such release, publication or distribution would be unlawful.
Agreement on recommended all-cash offer of EUR 4.11 per share for all common shares A and common shares B in the capital of Altice Europe by Next Private B.V.
Amsterdam, the Netherlands, 11 September 2020
Altice Europe, a leader in the cable, telecommunications and entertainment sector, and the Offeror are pleased to announce that a conditional agreement (the "Merger Agreement") has been reached on a recommended public offer (the "Offer") to be made by the Offeror for all common shares A and common shares B in the capital of Altice Europe (each a "Share") for EUR 4.11 in cash per Share (cum dividend) (the "Offer Price"). This represents a total consideration of approximately EUR 2.5bn. Following the Offer, the Offeror wishes to delist Altice Europe (the "Delisting", together with the Offer and, to the extent relevant, any Post- Offer Restructuring (as defined below) with a view of obtaining 100% of the Shares, the "Transaction"). The Transaction will enable Altice Europe to further enhance the sustainable and long-term success of its business under the private ownership of the Offeror. The board of Altice Europe (the "Board") believes the Transaction is in the best interest of Altice Europe, its employees, customers, shareholders, debt providers and other stakeholders.
Conditional agreement reached on public offer for Altice Europe of EUR 4.11 in cash (cum dividend) for each common share A and each common share B
The Offer Price represents a premium of 23.8% over the closing price on 10 September 2020 and a premium of approximately 16.5% over the 180 day VWAP
The Offeror is controlled by the founder and majority shareholder of Altice Europe, who fully supports Altice Europe's long-term strategy and is committed to the long-term interests of Altice Europe and its stakeholders
Thorough process conducted by the non-conflicted directors, including all independent, non-executive directors, safeguarding the independence of the deliberations and decision- making
After having carefully reviewed the Transaction, the Board believes that the Transaction is in the best interests of Altice Europe, the sustainable success of its business and therefore its shareholders, customers, employees, finance providers and other stakeholders
The Board fully supports and unanimously recommends the Offer
The Offeror has committed financing in place providing certainty of funds
The Offer is subject to certain customary conditions and is expected to complete in Q1 2021
Following the Offer, the Offeror intends to delist Altice Europe
Patrick Drahi, the Offeror:
"The proposed transaction announced today will result in a new and exciting chapter for Altice Europe and our stakeholders. Following the Group reorganization in 2018, Altice Europe has successfully executed on the operational and financial turnaround strategy. Over the same period, Altice Europe has made outstanding progress in simplifying and strengthening its diversified capital structure. The proposed ownership structure will enable an increased focus on executing our long-term strategy, and underlines my confidence and conviction in Altice Europe's prospects. Altice Europe has a unique asset base, fully converged and fibre rich, with a leading position and nationwide fixed and mobile coverage across markets. With my ongoing personal involvement, Altice Europe will maintain the fundamental Altice Model at heart. I am excited to continue leading Altice Europe's loyal management and thei r excellent teams. Altice Europe continues to have tremendous opportunities ahead."
Jurgen van Breukelen, Chairman of Altice Europe:
"Right from the start of the process in early August, we have followed a careful, full and thorough process with all four independent non-executive directors and the non-conflicted executive director. Our focus has been on determining the best way forward for Altice Europe and its business, while safeguarding the interests of all stakeholders involved. This transaction will allow Altice Europe to more successfully and effectively achieve its goals in a private and fully owned environment, benefiting from the founder's ongoing long term commitment to the business."
Altice Europe and the Offeror believe that having Altice Europe operate without a public listing under 100% control by the founder is better for the sustainable success of its business and long-term value creation, as the disadvantages of the listing materially outweigh the benefits and the business can more successfully focus on the long-term following delisting in a wholly privately owned set-up, including pursuant to the following advantages:
increasing the ability of Altice Europe and its subsidiaries (the "Group") to achieve the goals and implement the actions of its strategy;
increasing the ability to implement and focus on achieving long-term strategic goals and operational achievements of Altice Europe, as opposed to short-term performance driven by quarterly reporting;
increasing the ability to achieve an efficient capital structure (notably from a financing perspective), and a simplification of the legal holding structure;
reducing the Group's costs (e.g. listing, financial reporting and board costs will decrease and there will no longer be a requirement for physical general meetings of Altice Europe);
as debt providers will focus more on fundamental valuation and credit analysis, having better access to the bond and bank markets independent of the daily and volatile share price fluctuations and thus decrease borrowing costs; and
avoiding the current volatility of the prices of the Shares, which will (i) enable the opportunity to improve the effectiveness of employee incentive plans, and thus better align the senior management with the business strategy of the Group and improve the retention of the employees of the Group and (ii) improve Altice Europe's reputation and relationship with clients, employees, finance providers, suppliers and local governments.
The Offeror fully supports the long-term strategy of the Group and the Offeror and Altice Europe believe that a delisting will enhance the ability to execute on the long -term strategy.
The minority shareholders of Altice Europe will receive a cash consideration of EUR 4.11 for each Share (cum dividend). The Offer Price values 100% of the outstanding Shares at approximately EUR 4.9bn.
The Offer Price represents the following premiums:
a premium of 23.8% to Altice Europe's closing price on 10 September 2020 of EUR 3.32;
a premium of 16.5% to Altice Europe's volume-weighted average price for the 180 days up to and including 10 September 2020 of EUR 3.53.
Support and recommendation by the Board
Since the initial expression of interest of the Offeror, the Board has followed a thorough process where the independence of the deliberations and decision-making has been carefully safeguarded. The President, the Vice-President and the CEO, executive members of the Board, have been determined to have a conflict of interest within the meaning of article 2:129(6) Dutch Civil Code, and hence have not participated in the deliberations and decision - making of the Board with respect to the Transaction.
Consistent with its fiduciary responsibilities, the Board (which, unless specifically stated otherwise, excludes the President, the Vice-President and the CEO for the purpose of this announcement), with the support of its financial and legal advisors, has carefully reviewed the Transaction and has given careful consideration to all aspects of the Transaction, including strategic, financial, operational and social points of view. The Board has taken the interests of all stakeholders, including the minority shareholders, into careful consideration. The Board has unanimously determined that the Offer Price represents a fair price and attractive premium to Altice Europe's shareholders, as well as favourable non-financial terms to the other stakeholders who will also benefit through their continued involvement with Altice Europe in the private set-up. The Board concludes that the Transaction (including the Offer) promotes the sustainable success of Altice Europe's business and is in the interest of Altice Europe and its stakeholders, including its employees, customers, debt providers and shareholders.
The Board unanimously supports the Transaction, recommends the Offer for acceptance by the holders of Shares and recommends to Altice Europe's shareholders to vote in favour of the resolutions relating to the Offer (the "Resolutions") at the upcoming extraordinary general meeting of Altice Europe (the "EGM") to be held during the offer period. In reaching its recommendation, the Board has taken into account the interests of all stakeholders. The non- conflicted members of the Board have committed to tender their Shares in the Offer and to vote in favour of the Resolutions at the EGM.
Lazard Frères SAS ("Lazard") has issued a fairness opinion to the Board and LionTree Advisors LLC ("'LionTree'") has issued a fairness opinion to the Non-Executive Directors, in each case as to the fairness, as of such date, and based upon and subject to the factors, assumptions, qualifications and other matters set forth in each fairness opinion, to the effect that, each of the Offer Price, the Share Sale Price (as defined below) and the Sale Price (as defined below) is fair to the holders of Shares from a financial point of view and that the consideration or proceeds payable to shareholders in a possible Post-Offer Restructuring (as defined below) is fair from a financial point of view. The full text of such fairness opinions, each of which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with each such opinion, will be included in the Board's position statement. The opinions of Lazard and LionTree are given to the Board and the Non-Executive Directors, respectively, and not to the holders of Shares. As such, the fairness opinions do not contain a recommendation to the holders of Shares as to whether they should tender their Shares under the Offer (if and when made) or how they should vote or act with respect to the Resolutions or any other matter.
The Board may amend or revoke its recommendation in relation to the Offer and Post -Offer Restructuring if any material event, material development, material circumstance or material change in circumstances or facts occurs or arises that causes the Board to determine, after consultation with its legal and financial advisors and the Offeror, that the failure to amend or revoke the recommendation is inconsistent with the fulfilment of its fiduciary duties.
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Altice Europe NV published this content on 11 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 September 2020 06:44:02 UTC