Slaughter and May is advising Cable & Wireless Communications - recommended acquisition by Liberty Global
Slaughter and May is advising Cable & Wireless Communications Plc (CWC), on its recommended acquisition by Liberty Global plc.
Under the terms of the offer, which was announced on 16 November 2015, the consideration for CWC will include Liberty Global shares, LiLAC shares and a special dividend of 3 pence per CWC share. The acquisition, including the special dividend, represents a value for CWC's entire issued and to be issued share capital of approximately £3.60 billion.
Under the transaction, CWC shareholders will be entitled to elect for one of three offers, including a Recommended Offer. The Recommended Offer, which comprises New Liberty Global Class A and Class C Ordinary Shares and is being unanimously recommended by the CWC Board, represents an indicative value of 87 pence per CWC share (including the special dividend).
It is intended that the acquisition will be implemented by way of a two-step, integrated process comprising a court-sanctioned scheme of arrangement under Part 26 of the Companies Act, followed by a merger by formation of a new company under the Cross-Border Merger Regulations.
CWC, a longstanding client of the Firm, is a full service communications and entertainment provider, operating in Latin America and the Caribbean. The company operates both mobile and fixed networks, supported by submarine and terrestrial optical fibre backhaul capacity. CWC has more than 7,200 employees serving over 6.3 million customers as well as over 125k corporate clients across 42 countries.
Slaughter and May is working with Paul, Weiss, Rifkind, Wharton & Garrison LLP in relation to the financing aspects of the transaction.