On 27 January 2014, Liberty Global and Ziggo announced that they have reached a conditional agreement on a recommended offer (the 'Offer') pursuant to which Liberty Global will acquire Ziggo in a stock and cash transaction valuing Ziggo at approximately EUR 10.0 billion (USD 13.7 billion). NautaDutilh provided legal advice to J.P. Morgan and Perella Weinberg Partners.
NautaDutilh advised the banks in connection with the fairness opinions they rendered to the Management Board of Ziggo in each case as to the fairness of the Offer Price to be paid to the Ziggo shareholders in the Offer (other than to Liberty Global and its affiliates and Ziggo) and of the purchase price to be paid to Ziggo for the entire Ziggo business under the proposed asset sale. If Liberty Global acquires 95% of the shares of Ziggo (including the shares already held by Liberty Global and its affiliates), 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. The fairness opinion on the fairness of the purchase price of the asset sale is a typical element in these types of asset sales following the offer.
The NautaDutilh team introduced these types of - often called "pre wired" or pre-agreed - asset sale structure following a successful offer, for the first time in the Johnson & Johnson - Crucell public offer in 2010, where NautaDutilh advised Johnson & Johnson. The structure was subsequently used by the team in the Eurand - Axcan public offer in 2010, where NautaDutilh advised Eurand and in the Saab AB - Hitt N.V. offer in 2012, where NautaDutilh advised Saab.
A slightly amended pre-wired structure was used in the JAB - DE Master Blenders offer in 2013. The use of the asset sale structure in the Ziggo transaction confirms that this innovation is becoming a regularly considered and used feature in Dutch public M&A transactions.
Corporate partner Christiaan de Brauw, based in Amsterdam, gave advice together with Ruud Smits, resident partner New York.