Reuters has reported, and TechCrunch has now confirmed with an independent source close to the situation, that the European Union’s competition commission is approving the deal for Liberty Global to buy UK’s Virgin Media for $15.75 billion, first announced in February when it was calculated to be worth up to $23.3 billion with debt factored in. As we understand it, there will be no antitrust conditions put on the merger, a crucial step for the two companies to close the deal more quickly.
Virgin Media, which offers TV, broadband, phone and mobile service in the UK, and pay-TV giant Liberty are now awaiting final, official notice in writing. The EU is due to officially announce its decision by April 15. Update: And now, on April 15, that announcement is here.
Virgin Media, which is active only in the UK, will complement Liberty Global’s operations in the U.S. and continental Europe and will ramp up competition between Liberty Global and Sky, the pay-TV and broadband provider partly owned by News Corp., as well as with OTT, non-infrastructure content players like Netflix and Amazon, which operates Lovefilm in the UK.
As of February, the last month that Virgin released subscriber numbers, the merged entity would cover 25 million customers across 14 countries, with the potential to reach 47 million homes.
Regulatory clearance is an important hurdle for the two companies to move ahead in its deal. However, is not clear how much of a hinderance other legal wranglings will post. Virgin Media’s board is getting sued over the merger by some shareholders claiming the assets are being sold for an “unfair price.”
When Liberty and Virgin first announced the deal in February, Virgin noted the financial terms as follows:
Under the terms of the agreement, Virgin Media shareholders will receive $17.50 in cash, 0.2582 Liberty Global Series A shares and 0.1928 Liberty Global Series C shares for each Virgin Media share that they hold. Based on Liberty Global’s Series A share price of $69.46 and Series C share price of $64.50 as of February 4, 2013, this implies a price of $47.87 per Virgin Media share — reflecting a 24% premium to Virgin Media’s closing price on February 4, 2013.
Calculating in debt, that gave the deal a final implied valuation of $23.3 billion at the time the deal was announced. However, it looks like today the value could be even higher, at $24.1 billion. (The Financial News story linked here has an interesting report on some of the play-by-play that led up to the deal before the new year.)