Liberty Global has announced that it has agreed to make an all cash public tender offer for all publicly held shares of Sunrise at a price of CHF110 (€102.2) per share.
The deal is pursuant to the terms of a transaction agreement between both Liberty Global and Sunrise Communications Group.
The offer represents a 32 per cent premium to the 60-day volume weighted average price (“VWAP”) per share of CHF83.17 during the period up to (and including) August 11, 2020 and values 100 per cent of Sunrise’s equity at CHF5 billion, representing a total enterprise value of CHF6.8 billion.
Sunrise’s Board of Directors is unanimously recommending that its shareholders accept the offer; Freenet AG, Sunrise’s largest shareholder, which holds approximately 24 per cent of Sunrise’s capital, has signed a binding, unconditional commitment to tender its shares at the offer price.
The tender offer is expected to commence by the end of August with publication of an offer prospectus; closing of the transaction will occur following receipt of requisite regulatory approvals, which the parties expect to receive around year end, and satisfaction of other customary closing conditions as further indicated in the pre-announcement published concurrently with this press release.
The combination will create a leading national converged challenger in Switzerland. Together, the combined business would have CHF3.1 billion in revenue, 2.1 million mobile post-paid subscribers, 1.2 million broadband subscribers and 1.3 million TV subscribers, reflecting approximately 30 per cent market share in each segment.
Mike Fries, CEO of Liberty Global, commented: “The industrial logic of this merger is undeniable, but the real winners are Swiss consumers and businesses. This powerful combination of 5G wireless and gigabit broadband will accelerate digital investment at a time when connectivity has never been more essential. Fixed-mobile convergence is the future of the telecom sector in Europe, and now Switzerland will have a true national challenger to drive competition and innovation for years to come. We look forward to welcoming Sunrise employees to the Liberty and UPC family and congratulate them and the board on their success.”
He continued: “This transaction is another significant step on our path to create fixed-mobile champions in all of our core markets, crystallizing the value of our superior broadband networks and driving long-term, sustainable free cash flow growth. Even after this deal, and assuming completion of our recently announced UK transaction, we will continue to have approximately $7 billion of liquidity8 to drive value-creation for shareholders.”