ntl/Telewest - Preliminary Merger Proposals
# Dec 16, 08:55 AM by Nemesis
Telewest and ntl have made preliminary filings with the Securities and Exchange Commission outlining their merger proposals for the Stockholders. Dates for the relevant company meeting are not included at this time, however, details about the proposals are.
The full document can be found at www.sec.org.
Please note, that at this time the document is deemed work in progress, but does outline the basic merger information and voting schedules for the stockholders.
Part of the documentation, states that the two companies expect the Merger to be complete by the end of the first quarter, 2006.
The boards of directors of NTL Incorporated and Telewest Global, Inc. have approved a merger that would result in the second largest communications company in the United Kingdom. To this end, NTL and Telewest have entered into a merger agreement that provides for the merger of a wholly owned subsidiary of Telewest with NTL.
NTL, Telewest and Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of NTL, or Original Merger Sub, entered into an agreement and plan of merger, or the original merger agreement, on October 2, 2005. On December 14, 2005, NTL, Telewest, Original Merger Sub and Neptune Bridge Borrower LLC, a Delaware limited liability company and a wholly owned subsidiary of Telewest, or Merger Sub, amended and restated the original merger agreement. There is no change to the economics of the transaction or to the proposed management of the combined company as a result of the amendment and restatement. The amended and restated agreement and plan of merger is sometimes referred to in this joint proxy statement/prospectus as the merger agreement.
Under the merger agreement, Telewest, which currently trades on NASDAQ under the symbol “TLWT,” will file a second restated certificate of incorporation, or the charter amendment, to effect a change of name from “Telewest Global, Inc.” to “NTL Incorporated” and to reclassify each share of Telewest common stock issued and outstanding immediately prior to the effective time of the reclassification into (i) 0.2875 shares of Telewest common stock existing immediately after the effective time of the reclassification, or Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock, and (ii) one share of Telewest Class B Redeemable Common stock, or Telewest redeemable common stock. At the effective time of the merger of Merger Sub with NTL, or the merger, (i) each share of Telewest redeemable common stock will be automatically redeemed for $16.25 in cash without interest and (ii) each share of NTL common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 2.5 shares of Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock. The number of shares of combined company common stock into which shares of Telewest common stock will be reclassified and into which shares of NTL common stock will be converted in the merger has been determined on the same basis as contemplated by the original merger agreement, but adjusted as if NTL had undertaken a 2.5-for-1 stock split, or the stock split. Upon completion of the merger, Telewest stockholders will own approximately 25% and NTL stockholders approximately 75% of the combined company on a fully diluted basis based on currently outstanding shares, options and warrants. Upon completion of the merger, NTL will be wholly owned by Telewest. NTL common stock, which currently trades on NASDAQ under the symbol “NTLI,” will be delisted. Telewest’s ticker symbol will be changed to “NTLI.”
Based on the closing price of $66.80 per share of NTL stock on NASDAQ on September 30, 2005, the last trading date before the public announcement of the original merger agreement, and giving effect to the stock split, the 0.2875 shares of Telewest new common stock, together with the redemption consideration of $16.25 in cash, represented a total transaction consideration of approximately $23.93 per share of Telewest common stock. Since NTL stockholders will receive only stock of the combined company in the transaction, whereas Telewest stockholders will receive a combination of cash and stock, NTL and Telewest believe that the trading price of NTL stock will be the reference price referred to by investors after the merger.
We are each holding a special meeting of stockholders in order to obtain the stockholder approvals necessary to file the charter amendment and consummate the merger, as described in this joint proxy statement/prospectus. Information about these meetings, the merger and other business to be considered by NTL and Telewest stockholders is contained in this joint proxy statement/prospectus. We urge you to read this joint proxy statement/prospectus, and the documents incorporated by reference into this joint proxy statement/prospectus, carefully and in their entirety. In particular you should read carefully the “Risk Factors” section beginning on page 25.
We cannot complete the merger unless the stockholders of NTL adopt the merger agreement and the stockholders of Telewest (i) approve the charter amendment and (ii) authorize the issuance of Telewest new common stock in the merger. Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend either special meeting, please vote as soon as possible to make sure that your shares are represented. If you are an NTL stockholder and you do not vote, it will have the same effect as a vote “AGAINST” the adoption of the merger agreement. If you are a Telewest stockholder and you do not vote, (i) it will have the same effect as a vote “AGAINST” the charter amendment, and (ii) there will be no effect on the outcome of the vote to authorize the issuance of Telewest new common stock in the merger, except that your failure to vote may make it more difficult for Telewest to obtain the necessary quorum to hold its special meeting.
We are very enthusiastic about the merger and believe it will create a strong combined company that will deliver important benefits to its stockholders, customers and business partners. The Telewest board of directors recommends that Telewest stockholders vote “FOR” the proposals to (i) approve the charter amendment and (ii) authorize the issuance of Telewest new common stock in the merger. The NTL board of directors recommends that NTL stockholders vote “FOR” the proposal to adopt the merger agreement.”