UPC Switzerland LLC made an offer to acquire Sunrise Communications Group AG (SWX:SRCG) from freenet AG (XTRA:FNTN) and others for CHF 4.9 billion on August 11, 2020. UPC Switzerland LLC entered into an agreement to acquire Sunrise Communications Group AG (SWX:SRCG) from freenet AG (XTRA:FNTN) and others for CHF 4.9 billion on August 12, 2020. Liberty Global plc, parent of UPC Switzerland LLC made the offer to acquire shares at CHF 110 per share. As part of the transaction, Freenet AG (Freenet) has entered into an undertaking in which it agreed to tender its entire 24% interest in Sunrise under the offer. The transaction will be funded through a combination of Liberty Global's existing cash, expected to be approximately CHF 3.5 billion and approximately CHF 3.2 billion of financing. On August 26, 2020, an additional facility of $1.3 billion (CHF 1.2 billion) is raised. After completion of a successful offer, Liberty Global intends to initiate a squeeze-out procedure and delist Sunrise shares from trading on SIX Swiss Exchange. Upon completion, Sunrise Communications Group AG will become wholly owned subsidiary of Liberty Global plc. A CHF 50 million break fee would be payable by Sunrise under certain circumstances including in the event that the Board changes or withdraws its recommendation of the offer.

The Board of Directors proposes the election of Mike Fries, Baptiest Coopmans, Miranda Curtis, Manuel Kohnstamm, Andrea Salvato, Marisa Drew, Thomas D. Meyer and Joseph Deiss as new members of the Board of Directors. The election of Mike Fries as Chair of the Board of Directors, the election of Miranda Curtis, Manuel Kohnstamm and Andrea Salvato as members of the Nomination and Compensation Committee and the election of Miranda Curtis as Chair of the Nomination and Compensation Committee. The effect of all elections is subject to the completion of the tender offer.

The transaction is subject to receipt of requisite Swiss regulatory approvals which the parties expect to receive around year end, competition and telecommunications authorities, minimum acceptance of 66.67%, receipt of merger clearance, expiration of all waiting period, resignation of Directors of Sunrise and approvals, no material adverse effect by the end of the main acceptance period of the offer and satisfaction of other customary closing conditions. Sunrise's Board of Directors is unanimously recommending that its shareholders accept the offer.

The tender offer is expected to commence by the end of August, 2020 with publication of an offer prospectus and will remain open for a minimum of twenty trading days of SIX Swiss Exchange. The transaction is expected to close around end of 2020. As on August 27, 2020, the tender offer is expected to launch on September 11, 2020, following the completion of a ten SIX Swiss Exchange trading-day cooling-off period under Swiss takeover law, and is scheduled to expire on October 8, 2020. After this period (subject to extensions) and if the minimum acceptance threshold of the valid tender of two-thirds of all Sunrise shares on a fully diluted basis is reached or waived, there will be an additional acceptance period of ten SIX Swiss Exchange trading days. As of September 2, 2020, the transaction has been approved by the court. As on October 8, 2020, the minimum acceptance level is reached. Liberty Global plc acquired 82.3% in Sunrise on October 8, 2020. As per the provisional results, 37.1 million shares are acquired. The additional acceptance period for the offer will start on October 15, 2020, and is expected to last until October 28, 2020. freenet AG will use most of the sale proceeds to pay down debt. As of October 19, 2020, it was announced that Sunrise will hold an extraordinary general meeting of its shareholders to elect the persons nominated by Liberty Global plc to the Board of Directors.

Credit Suisse International, JPMorgan Chase & Co. (NYSE:JPM) and LionTree Advisors, LLC acted as financial advisors to Liberty Global plc while George Casey, Daniel Litowitz, Simon Burrows and Nick Withers of Shearman & Sterling LLP and Daniel Daeniker, Daniel Hasler, Richard Stäuber, Franz Hoffet, Stefan Oesterhelt, Luca Dal Molin, Roman Baechler and Micha Fankhauser of Homburger AG acted as legal advisors for Liberty Global plc. Deutsche Bank Aktiengesellschaft (XTRA:DBK) and Lenz & Staehelin acted as financial and legal advisors to Sunrise Communications Group AG respectively. Citigroup Inc. acted as financial advisor to freenet AG. Credit Suisse acted as manager to the offer in the transaction. Dieter Dubs of Bär & Karrer Ltd. acted as legal advisor to freenet AG. BofA Securities, Inc. acted as a financial advisor to freenet AG in the transaction. Alex Tilley and Andrew kenning of Allen & Overy LLP acted as legal advisors to Liberty Global plc in the transaction. HSBC Holdings plc acted as financial advisor to freenet AG. UBS Group AG (SWX:UBSG) acted as financial advisor to Sunrise Communications Group AG in the transaction.

UPC Switzerland LLC completed the acquisition of Sunrise Communications Group AG (SWX:SRCG) from freenet AG (XTRA:FNTN) and others on October 28, 2020. As of October 28, 2020, 43.67 million shares (96.48%) of the fully diluted share capital of Sunrise were tendered as of the end of the additional acceptance period. The deal is approved by regulatory authority. Liberty Global (through UPC Schweiz GmbH) now holds more than 98% of the share capital of Sunrise and will initiate a squeeze-out according to the Swiss Financial Market Infrastructure Act. Liberty Global plans to have the Sunrise shares delisted from the SIX Swiss Exchange upon completion of the squeeze-out. Sunrise is therefore expected to become a wholly-owned subsidiary within the Liberty Global group. The definitive notice of the end results of the offer will be on November 3, 2020. The settlement of offer is expected to take place on November 11, 2020. On October 30, 2020, the Swiss Competition Commission ("COMCO/WEKO") has approved the transaction. The approval was granted without any conditions or stipulations being imposed. The transaction is expected to close mid-November, 2020. As of February 16, 2021, the squeeze-out procedure is expected to be completed during the first half of 2021.