NTL Names New CEO

Former Comcast executive Stephen Burch has been appointed NTL's president and CEO, succeeding Simon Duffy, who will become executive vice chairman

December 15, 2005

5 Min Read

LONDON -- NTL Incorporated (NASDAQ: NTLI - News) today announced key executive moves and important steps forward to conclude the combination with Telewest Global, Inc. (NASDAQ: TLWT - News). Stephen Burch has been appointed NTL Incorporated's President and Chief Executive Officer and as a director effective January 16, 2006, and will serve in those same capacities in the combined company, succeeding Simon Duffy, who will become NTL Incorporated's (and the combined company's) Executive Vice Chairman. Mr. Burch has spent the past 17 years with Comcast Corporation (NASDAQ: CMCSA - News, CMCSK - News), where he most recently served as President of Comcast's Atlantic Division and was a key player in Comcast's integration of AT&T Broadband.

Senior Management Moves

Prior to being named NTL Incorporated's Chief Executive Officer, Mr. Burch spent his entire 26 year career in the cable sector, working for the past 17 years at Comcast Corporation. During his tenure at Comcast, Mr. Burch has held positions ranging from general manager to his current position, President - Atlantic Division, which he has held for the past five years. Mr. Burch was instrumental in the integration of Comcast's acquisition of AT&T Broadband, where his Division integrated approximately 2 million subscribers within 18 months. Throughout his career he has also integrated over 2.5 million cable subscribers in 15 markets around the U.S. Mr. Burch oversees 3.9 million subscribers, and holds full responsibility for his Division's operations, including finance, customer service, human resources, marketing, legal, technical operations and engineering.

As Executive Vice Chairman, Mr. Duffy will focus on external management issues, including group strategy and business development, European and UK regulatory affairs, mergers and acquisitions, and other areas as part of the company's efforts to continue the development of its growth strategy, which has included the recent merger agreement with Telewest.

James F. Mooney, NTL Incorporated's Chairman, commented, "Since joining the company in March of 2003, Simon has helped lay the foundation that has enabled NTL to reach the next phase of the company's evolution. Against that backdrop, and recognizing that the company's enhanced scale and presence now requires a greater focus on external management, Simon will concentrate on that area. We will look to Stephen to lead NTL through our merger with Telewest. Stephen brings a wealth of leadership and direction to our company in this pivotal time as we now begin in earnest to integrate Telewest to create the premier UK communications company. Stephen's recent experience in being a part of Comcast's integration of AT&T Broadband has served as the industry gold standard and we are excited that he will lead us through this historic period. Today's appointments will also ensure that we are more effectively positioned to compete in the ever-changing UK communications marketplace."

Filing of Joint Preliminary Proxy Statement and Amended Transaction Structure

NTL Incorporated also announced today that the company and Telewest Global, Inc. are filing their joint preliminary proxy statement and Telewest prospectus concerning the combination between NTL and Telewest, which was previously announced on October 3, 2005.

NTL Incorporated is also announcing exercise of the option to amend the merger agreement between the parties. Under the terms of the original merger agreement, NTL Incorporated was to acquire Telewest Global, Inc. with NTL Incorporated surviving the merger as the parent corporation. However, the merger agreement provided that the transaction could be restructured as a reverse acquisition, so that the surviving parent corporation would be Telewest Global, Inc. rather than NTL Incorporated. This technical change in structure does not affect either the economics of the transaction or the proposed management of the combined company.

As a result of the amendment:

  • the underlying economic terms of the transaction are not changed. Telewest stockholders will continue to receive $16.25 in cash for each share of Telewest common stock owned by them on the merger date and Telewest stockholders will own the same percentage, approximately 25 per cent, of the enlarged combined company, with the same ability to participate in the upside of the combined company, as they would have had under the original structure. NTL stockholders will own approximately 75 per cent of the enlarged combined company's common stock;

  • NTL has amended its financing commitments to provide for a fully committed financing for the revised structure on the same terms and conditions as the previous financing commitments;

  • the proposed board of directors and the management of the combined company will remain the same as announced previously with the addition of Stephen Burch; after the merger the existing Telewest board will be replaced by the board of NTL (including Mr. Burch) plus two directors of Telewest;

  • a subsidiary of Telewest Global, Inc. will merge into NTL Incorporated, so that NTL Incorporated becomes a subsidiary of Telewest Global, Inc. After the merger, NTL Incorporated will change its name to NTL Holdings, Inc. (or a similar name) and Telewest Global, Inc., as the parent corporation, will change its name to "NTL Incorporated";

  • immediately prior to the merger described above, each share of Telewest stock will be reclassified into 0.2875 shares of new Telewest common stock (reflecting the original 0.115 exchange ratio of NTL shares per share of Telewest common stock multiplied by 2.5, reflecting a 2.5:1 stock split as compared with the original merger) and one share of Telewest redeemable common stock. At the time of the merger, each share of Telewest redeemable common stock will be redeemed automatically for $16.25 in cash and each share of NTL common stock will be converted into 2.5 shares of Telewest common stock;

  • the revised transaction structure will not trigger change of control provisions under the UKTV joint venture arrangements between Telewest Global, Inc. and the BBC.



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