Liberty Global is offering CHF 110 per Sunrise share in cash. That is 32 percent more than the average of the last 60 days. On the previous day, the share closed at 86.20 francs. The Sunrise Board of Directors considers the transaction to be in the best interests of Sunrise and its shareholders, and has therefore unanimously decided to recommend the offer for acceptance.
Sunrise's major shareholder Freenet has undertaken to tender its entire 24.42 percent stake in Sunrise. Following the takeover, Sunrise is to be delisted from the Swiss stock exchange SIX.
This removes a stumbling block: Freenet had let the planned takeover of UPC by Sunrise fall through last year. (Werbewoche.ch reported). Now the wedding takes place after all, just the other way around.
Bigger competitor for Swisscom
The merger will create a larger competitor to industry leader Swisscom, it says. The combined company will be well positioned to continue the roll-out of next-generation network infrastructure, including 5G and future technologies. It aims to provide 90 percent of Swiss households with internet of up to 1 gigabit per second (Gbps) by next year. The aim is to increase the speed to up to 10 Gbit/s over time, he said.
The new company offers significant benefits for consumers and businesses across Switzerland, as well as growth opportunities, UPC CEO Baptiest Coopmans said in a statement. Competition, innovation and customer choice can be driven forward, he said. "With the support of Liberty Global, we have the critical mass to make a difference in the Swiss market," the UPC chief said.
No change for customers
The offer is subject to several conditions. At least two-thirds of the shares must be tendered and the usual antitrust and other approvals must be obtained. According to current planning, the offer period runs from 11 September to 8 October, the additional acceptance period from 15 to 28 October.
A further condition is that there are no material adverse effects by the end of the offer period. Sunrise understands this to mean a reduction of more than 10 percent of the adjusted EBITDA or consolidated equity of the previous financial year. Service revenues must also not shrink by 7 percent or more.
In addition, Sunrise would be required to make a penalty payment of CHF 50 million to Liberty Global under certain conditions, in particular if the Sunrise Board of Directors changes or withdraws its recommendation to accept the offer. The transaction is expected to be completed by the end of the year.
Sunrise intends to continue operating independently during the offer period. There will be no changes for customers during this period, it says. (SDA)
UPC takeover by Sunrise - chronicle of a failed deal:
- 27.2.2019Sunrise acquires UPC Switzerland for CHF 6.3 billion
- 3.6.2019WEKO examines the merger between Sunrise and UPC in greater depth
- 3.7.2019: Billion-euro deal: Sunrise major shareholder votes against takeover of UPC
- 17.8.2019The UPC purchase by Sunrise is suddenly on shaky ground
- 23.8.2019Freenet CEO Vilanek: "The market does not want the UPC takeover".
- 4.9.2019Sunrise promotes merger with UPC to customers
- 22.9.2019Suddenly things are looking good again for the UPC takeover by Sunrise
- 26.9.2019Weko approves the UPC takeover
- 29.9.2019Freenet will keep Sunrise shares in any case
- 18.10.2019Showdown at Sunrise AGM over billion-euro purchase of UPC
- 20.10.2019Sunrise suspects Freenet and considers complaint
- 22.10.2019Sunrise cancels extraordinary general meeting on UPC acquisition
- 27.10.2019: Is the UPC deal not off the table for Sunrise after all?
- 31.10.2019: Swisscom sees no less competition after the demise of UPC-Sunrise
- 10.11.2019: Rumours that the UPC deal could still work out are increasing
- 13.11.2019: Sunrise buries UPC deal - UPC parent keeps a back door open
- 03.01.2020: Sunrise top management steps down after UPC acquisition falls through