UK satellite TV operator BSkyB to acquire broadband service provider Easynet for £211M

October 21, 2005

4 Min Read

LONDON -- Summary

  • The Boards of BSkyB and Easynet are pleased to announce that they have agreed the terms of a recommended cash offer, to be made by Lazard and Morgan Stanley on behalf of the Offeror, a wholly-owned subsidiary of BSkyB, for the entire issued and to be issued share capital of Easynet.

  • The Offer is 175 pence in cash for each Easynet Share, valuing the entire issued share capital of Easynet at approximately GBP 211 million.

  • The Offer represents a premium of:

  • approximately 81 per cent. to the Closing Price of 96.5 pence for each Easynet Share on 14 October 2005, the last business day prior to the commencement of the Offer Period; and

  • approximately 38 per cent. to the Closing Price of 127.0 pence for each Easynet Share on 20 October 2005, the last business day prior to the date of this announcement.

The Easynet Directors, who have been so advised by ABN AMRO, consider the terms of the Offer tobe fair and reasonable and unanimously recommend that Easynet Shareholders accept the Offer, asthe Easynet Directors have irrevocably undertaken to do (or procure to be done) in respect oftheir own beneficial interests and holdings. In providing advice to the Easynet Directors, ABNAMRO has taken into account the commercial assessments of the Easynet Directors.

BSkyB has received irrevocable undertakings to accept the Offer from the Easynet Directors andcertain other Easynet Shareholders in respect of, in aggregate, 19,175,334 Easynet Shares,representing approximately 15.9 per cent. of the issued share capital of Easynet. BSkyB has alsoreceived a letter of intent to accept the Offer from GAM London Limited in respect of 7,100,000Easynet Shares, representing approximately 5.9 per cent. of the issued share capital of Easynet.Accordingly, BSkyB has received irrevocable undertakings and a letter of intent to accept (orprocure the acceptance of) the Offer in respect of, in aggregate, 26,275,334 Easynet Shares,representing approximately 21.8 per cent. of the issued share capital of Easynet. Furtherdetails of the irrevocable undertakings and the letter of intent are set out in Appendix II.

BSkyB believes that the acquisition of Easynet will bring it:

  • an established presence in UK broadband:

  • a leading position in Local Loop Unbundling in the UK with 232 local exchanges unbundled

  • managerial and technical expertise to expand this local infrastructure through the unbundling of additional exchanges

  • ownership of key parts of a national network, giving it control over the quality and availability of services to customers and the ability to offer differentiated and innovative products

  • an attractive source of new revenues and new customers for BSkyB as a result of involvement in a fast growing segment of the UK communications sector. The number of UK broadband connections increased from approximately 4.4 million to 8.1 million, an increase of 86 per cent., in the twelve months to 30 June 2005, and is projected to continue to grow further in the future

  • the opportunity to build on its nearly 8 million DTH subscriber relationships.

The Offer Document and Form of Acceptance are being posted to Easynet Shareholders (and, forinformation only, to Easynet Optionholders), although the Offer is not being made, directly orindirectly, in or into the United States, Canada, Australia or Japan. Copies of the OfferDocument and the Form of Acceptance are available from Capita Registrars at Corporate Actions, POBox 166, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH, from Lazard at 50 StrattonStreet, London W1J 8LL and from Morgan Stanley at 25 Cabot Square, Canary Wharf, London E14 4QA.

Commenting on the Offer, BSkyB's Chief Executive, James Murdoch, said:

"Today's offer reflects the exciting opportunities that now exist to combine qualityentertainment with significant high-speed connections. Entertainment is at the core of Sky'ssuccess. Easynet's innovative network and technological expertise perfectly complement Sky'sstrengths in programming and in making technologies easy to use. We see value for families inmoving well beyond just another triple play to offer a new level of connected entertainment andcommunications services."

Commenting on the Offer, Easynet's Chief Executive, David Rowe, said:

"We believe that this offer is in the interests of Easynet's shareholders, customers andemployees. This is a great opportunity to accelerate Easynet's local loop footprint, capturemarket share for next generation broadband services and support new and existing corporate andpublic sector customers."

BSkyB Group plc

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