Regulatory News:
Altice Europe N.V. (AEX:ATC) (AEX:ATCB):
This is a joint press release by Altice Europe N.V. ("Altice Europe") and Next Private B.V. ("Next Private"), pursuant to the provisions of Section 5, paragraphs 4 and 5 and Section 7, paragraph 1 sub a of the Netherlands Decree on Public Takeover Bids (Besluit openbare biedingen Wft) (the "Decree"), in connection with the intended public offer by Next Private for all the issued and outstanding common shares A and common shares B in the capital of Altice Europe. 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.
Reference is made to the joint press release by Altice Europe and Next Private dated 11 September 2020 (the "Initial Announcement") in respect of the intended recommended public offer to be made by Next Private for all issued and outstanding common shares A and common shares B in the capital of Altice Europe (each a "Share") at an offer price of EUR 4.11 in cash per Share (cum dividend) (the "Offer
Pursuant to the provisions of Section 7, paragraph 1 sub a of the Decree, requiring a public announcement including a status update regarding an intended public offer within four weeks following its announcement, Altice Europe and Next Private hereby provide this joint update on the Offer.
Altice Europe and Next Private confirm that they are making good progress on the preparation for the Offer. A request for review and approval of the Offer Memorandum was filed with the AFM today.
Based on the required steps and subject to the approval of the Offer Memorandum, Altice Europe and Next Private anticipate that the Offer will close in Q1 2021.
Transactions in relation to Shares by Next Alt and Next Private
In 2015, Next Alt S.à r.l. ("Next Alt"), the sole shareholder of Next Private, entered into a series of share basket option transactions (the "Collar") with a financial institution as counterparty (the "Counterparty"). The Collar is with respect to 81,238,465 common shares A in the capital of Altice Europe (each a "Share A") and certain shares in the capital of Altice USA, Inc. Next Alt pledged 81,238,465 Shares A to secure its obligations to the Counterparty (the "Pledge") and allowed the Counterparty to use those Shares A for its own purposes (subject to a right for Next Alt to recall such Shares A).
On 2 October 2020, in connection with the announcement of the Offer, the Counterparty adjusted the Collar so that the Shares A are no longer subject to the Collar. The Counterparty continues to use 35,000,000 Shares A; the remaining 46,238,465 Shares A are no longer, and may no longer be, used by the Counterparty but the Pledge remains in place. On that same date, the Counterparty and Next Alt entered into a new forward transaction in respect of 35,000,000 Shares A at the Offer price, being EUR 4.11 per Share A (the "Forward"), which is expected to be settled on the earlier of (i) 31 March 2021 and (ii) the settlement date of the Offer. Following adjustment of the Collar and the entry into the Forward, a further 45,200,000 Shares A held by Next Private were pledged for the benefit of the Counterparty.
Following the implementation of the transactions described above:
- Next Private holds 189,526,447 Shares A and 167,660,043 common shares B in the capital of Altice Europe, representing approximately 73.70% of Altice Europe's issued share capital (of which 45,200,000 Shares A are pledged for the benefit of the Counterparty); and
- Next Alt holds, directly and indirectly other than through Next Private, 231,938,465 Shares A in the capital of Altice Europe, representing approximately 3.90% of Altice Europe's issued share capital (of which (i) 35,000,000 Shares A remain used by the Counterparty) and (ii) 46,235,465 Shares A are pledged for the benefit of the Counterparty).
About Altice Europe
Altice Europe (ATC ATCB), listed on Euronext Amsterdam, is a convergent leader in telecoms, content, media, entertainment and advertising. Altice Europe delivers innovative, customer-centric products and solutions that connect and unlock the limitless potential of its over 30 million customers over fibre networks and mobile broadband. Altice Europe is also a provider of enterprise digital solutions to millions of business customers. Altice Europe innovates with technology, research and development and enables people to live out their passions by providing original content, high-quality and compelling TV shows, and international, national and local news channels. Altice Europe delivers live broadcast premium sports events and enables its customers to enjoy the most well-known media and entertainment.
About Next Private
Next Private is owned and controlled by Mr. Patrick Drahi, the founder and majority shareholder of Altice.
Disclaimer
The information in this announcement is not intended to be complete. This announcement is for information purposes only and does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities.
The distribution of this announcement may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this announcement should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Next Private and Altice Europe disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Next Private, nor Altice Europe, nor any of their advisors assumes any responsibility for any violation by any of these restrictions. Any Altice Europe shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay.
Certain statements in this announcement may be considered forward-looking statements. These forward-looking statements speak only as of the date of this announcement. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future, and Altice Europe and Next Private cannot guarantee the accuracy and completeness of forward-looking statements. A number of important factors, not all of which are known to Altice Europe or Next Private or are within their control, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement as a result of risks and uncertainties facing Altice Europe. Any forward-looking statements are made only as of the date of this press release, and Altice Europe and Next Private assume no obligation to publicly update or revise any forward looking statements, whether as a result of new information or for any other reason.
View source version on businesswire.com: https://www.businesswire.com/news/home/20201002005498/en/
Contacts:
Head of Investor Relations Altice Europe
Sam Wood: +41 79 538 66 82 sam.wood@altice.net
Head of Communications Altice Europe
Arthur Dreyfuss: +41 79 946 4931 arthur.dreyfuss@altice.net
