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December 5, 2005
LONDON -- Further to recent press speculation, NTL Incorporated ("ntl") confirms that it has approached Virgin Mobile plc ("Virgin Mobile") regarding a potential offer to combine ntl and Virgin Mobile. Under the potential offer, Virgin Mobile shareholders would be offered .09298 shares of ntl common stock per share of Virgin Mobile as well as a full cash alternative at 323p per share. The potential share offer values Virgin Mobile at 323p per share based on ntl's closing price on 2 December 2005. Virgin Group, which owns 72 per cent of Virgin Mobile, has given verbal assurances to ntl that, if a transaction proceeds, it intends to elect to exchange its stake in Virgin Mobile for a continuing equity participation in the ntl Group although it has reserved the right to take a small portion of its consideration in cash. ntl has held preliminary discussions with T-Mobile, Virgin Mobile's network provider, who has also indicated that it is supportive of the proposed combination.
ntl already has a licence agreement with Virgin Enterprises for the exclusive use of the Virgin brand in the broadband area and is in discussions with Virgin Enterprises to extend that licence to cover television and fixed line and mobile telephony. If the proposed combination with Virgin Mobile and the licence agreement are completed, ntl intends to use the Virgin brand to offer a quadruple play of internet, television and fixed line and mobile telephony.
These discussions are preliminary in nature and subject to the satisfaction of certain further conditions, including due diligence. There can be no assurance that an offer for Virgin Mobile will be made or that any agreement can be reached regarding a licensing arrangement. ntl reserves the right to make an offer at a price lower than 323 pence per Virgin Mobile share with the agreement of the Virgin Mobile Board or in the event that a person not acting in concert with ntl announces an offer at less than this price. Any offer for Virgin Mobile would be made in accordance with the UK Takeover Code. Further announcements will be made in due course if appropriate.
Separately, ntl is continuing with its proposed combination with Telewest Global, Inc. ("Telewest") which was announced on October 3 2005.
In a separate release:
LONDON -- The Board of Virgin Mobile Holdings (UK) plc (‘Virgin Mobile’ or ‘the Company’) confirms that it has received an approach from NTL Incorporated that may or may not lead to a formal offer being made for the Company.
In considering its response, the Board of Virgin Mobile will be mindful of its duty to maximise value for all shareholders.
Virgin Mobile shareholders will be updated on further developments as appropriate.
ntl group ltd.
Virgin Mobile Telecoms Ltd.
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