Liberty Global plc (NasdaqGS:LBTY.A) made an offer to acquire the remaining 71.5% stake in Ziggo N.V. (ENXTAM:ZIGGO) for €4.9 billion in cash and stock on January 27, 2014. Under the terms of the agreement, Ziggo shareholders will get €11 in cash and 0.2282 Liberty Global Class A ordinary shares and 0.5630 Liberty Global Class C ordinary shares. With respect to the cash consideration, Liberty Global intends to fund the offer principally through debt financing and has, subject to customary conditions, secured fully-committed debt financing. Liberty Global intends to raise over €1.5 billion in incremental principal debt at Ziggo. If Liberty Global acquires 95% of the shares of Ziggo, Ziggo intends to delist from Euronext Amsterdam promptly, and Liberty Global intends to initiate the statutory squeeze-out proceedings to obtain 100% of Ziggo's shares. If Liberty Global acquires less than 95% but at least 80% of Ziggo's shares, Liberty Global intends to acquire the entire business of Ziggo at the same price and for the same consideration as the offer price pursuant to an asset sale, followed by a liquidation of Ziggo, to deliver such consideration to shareholders.

Liberty Global will merge Ziggo with its wholly owned UPC. The Ziggo brand shall be the brand for the combined Dutch businesses. On termination of the merger by Ziggo on account of a material breach of the merger protocol by Liberty Global, Liberty Global will forfeit a €69.5 million reverse termination fee to Ziggo. If the merger protocol is terminated because the competition clearance is not obtained, Liberty Global will forfeit a €200 million reverse termination fee to Ziggo. On termination of the merger protocol by Liberty Global on account of a material breach by Ziggo, Ziggo will forfeit a €69.5 million termination fee to Liberty Global. Post completion, the supervisory Board of the combined Dutch group will be composed of three new members selected by Liberty Global and initially by two current members of the current supervisory Board of Ziggo qualifying as independent, being Rob Ruijter and another individual to be identified by Ziggo prior commencement of the offer. In addition, post completion of offer, the Management Board will consist of at least four members. Ziggo's head office and relevant head office functions will remain in Utrecht and it shall be the head office for the combined Dutch businesses.

The deal is unanimously recommended by Ziggo's supervisory & management Boards. The individual members of the Boards will tender all of their shares under the offer. The asset sale and liquidation is subject to Ziggo extraordinary general meeting. The Boards have agreed to unanimously recommend to the shareholders to vote in favor of the asset sale and liquidation. The offer is subject to the satisfaction or waiver of pre-offer conditions including approval by European Commission, the Dutch Authority for the Financial Markets having approved the offer memorandum, trading in the Ziggo shares on Euronext Amsterdam not having been suspended or ended as a result of a listing measure. Also, offer completion will be subject to the satisfaction or waiver of the conditions including minimum acceptance level of at least 95% of Ziggo's shares, the resolutions regarding the asset sale and liquidation adopted at the extraordinary general meeting of Ziggo, the registration statement having been declared effective, and is expected to close in the second half of 2014. As of January 28, 2014, it was announced that Ziggo raised €3.7 billion term loan B to back the acquisition. The early tender and consent date will expire at on February 7, 2014 and offer will expire on February 24, 2014. As on August 26, 2014 in the EGM Ziggo shareholders approved the deal to transfer all of Ziggo's assets and liabilities to Liberty Global.

On March 17, 2014, Liberty Global filed for antitrust approval for the acquisition of Ziggo. The European Union antitrust regulator will decide until April 23, 2014, whether to approve the deal or to launch a more detailed investigation. As of May 19, 2014, European Commission extended its deadline to approve the deal or to launch a more detailed investigation to October 17, 2014 from September 18, 2014. As on June 25, 2014, the European Commission has decided not to refer the planned acquisition of Ziggo by Liberty Global to the Dutch competition authority. The offer will commence on July 2, 2014 and expire on September 10, 2014, unless the Offer Period is extended. As on August 4, 2014, European Commission stopped the clock on its extended review of Liberty Global and deadline for the review is October 17, 2014. As on August 19, 2014, Securities and Exchange Commission declared the offer as effective. As of August 26, 2014, European Commission has set a new deadline of November 3, 2014 for approval of this transaction. As of September 11, 2014, acceptance period for recommended public offer has been extended to November 4, 2014. Ziggo's extraordinary general meeting was scheduled on August 26, 2014. As on November 4, 2014, the offer period expired on November 4, 2014. Also, Liberty Global declares offer unconditional. Settlement for tendered Ziggo Shares is on November 11, 2014. The remaining shares can be tendered in post-closing acceptance period from November 6, 2014 to November 19, 2014.

Perella Weinberg Partners UK LLP and J.P. Morgan Limited acted as financial advisor to Ziggo, and have each issued an opinion to the management Board of Ziggo. ABN AMRO Bank N.V. acted as financial advisor and also fairness opinion provider to supervisory Board of Ziggo. Stibbe acted as legal advisor to supervisory Board of Ziggo. Morgan Stanley and Bank of America Merrill Lynch acted as financial advisors and Tim Stevens, Annelies Van Der Pauw and Paul Glazener of Allen & Overy LLP acted as legal advisors to Liberty Global. Jan Willem van der Staay, Winfred Knibbeler, Hanneke Rothbarth, Robert ten Have, Bas Mees, Elske Raedts, Thijs Flokstra, and Brechje Nollen of Freshfields Bruckhaus Deringer acted as legal advisor to Ziggo. Nauta Dutilh acted as legal advisor to J.P. Morgan and Perella Weinberg Partners. Tania Bedi, Jane Rogers and Maurice Allen of Ropes & Gray acted as legal advisors for Liberty Global. Apostolos Gkoutzinis, James Duncan, Gabrielle Wong, Marwa Elborai, Kara Major, Ana Grbec, Arthur Ravignon, Kristen Garry, Philip Stopford, Chris White, Monsiree Jirasarunya, Sara Couling, Mary Jo Lang, David Plattner, Caitlin Ludwigsen, Rosie Boyle, Robert Spatt, Sebastian Tiller and Peter Hayes of Shearman & Sterling acted as legal advisors for Ziggo. Latham & Watkins acted for the banks on bondholder matters. Robert Spatt and Sebastian Tiller of Simpson Thacher & Bartlett LLP acted as legal advisors for JPMorgan. Baker Botts L.L.P. acted as legal advisor to Liberty Global. Sjoukje Hollanderand and Remko Los of ING Bank N.V. acted as exchange agent for Ziggo.