Exhibit 7(c)(1)
[UNITEDGLOBALCOM LOGO] [LIBERTY MEDIA LOGO]
UNITEDGLOBALCOM AND LIBERTY MEDIA
SIGN DEFINITIVE AGREEMENTS
FOR AMENDED TRANSACTION
DENVER, CO. (DECEMBER 3, 2001) - UnitedGlobalCom, Inc. ("United") (NASDAQ:
UCOMA), and Liberty Media Corporation ("Liberty") (NYSE: LMC.A, LMC.B) today
announced that they have signed definitive agreements relating to their
previously announced transaction (the "Transaction").
The Transaction has been amended in certain respects from the agreement
announced in May 2001 (the "May Agreement") and is summarized below.
- - The structure will be substantially similar to the May Agreement whereby a
new holding company will be formed ("New United") to own United and the
assets and cash contributed by Liberty. New United will be owned by
Liberty and United's existing common stockholders.
- - At the closing of the Transaction, Liberty will contribute to New United
the following (all currency amounts and share figures assume a closing
date of February 28, 2002):
- The Exchangeable Loan made to United Pan-Europe Communications N.V.
("UPC"), a subsidiary of United, in May 2001, with an accreted value
of approximately $896.1 million.
- $200.0 million in cash; and,
- UPC Senior Notes and Senior Discount Notes held by Liberty ("UPC
Bonds") made up of approximately $1.44 billion face amount of US
dollar denominated Notes and approximately E0.26 billion face amount
of Euro denominated Notes.
- - Consistent with the May Agreement, New United will issue to Liberty a
total of approximately 67.7 million Class C common shares in exchange for
the Exchangeable Loan and cash.
- - New United will issue to Liberty approximately 207.0 million Class C
common shares in exchange for the UPC Bonds.
1 of 4
[UNITEDGLOBALCOM LOGO] [LIBERTY MEDIA LOGO]
- - Liberty will retain ownership of its Argentine and other Latin American
assets.
- - At signing today, United sold Liberty approximately 12.0 million shares of
Class A common stock for approximately $20.0 million in cash.
- - Consistent with the May Agreement, the current founders of United remain
in control of the company.
Upon completion of the Transaction in its entirety, and including its existing
ownership interest in United, Liberty would hold approximately 297.8 million
shares of New United, or approximately 76% on a pro forma basis.
Gene Schneider, Chairman and CEO of United, said, "This transaction creates a
stable ownership and financial platform for United and its operating
subsidiaries. Nothing could be more important in times like these. Pro forma for
the closing, we will have significant financial resources and will continue to
be the controlling shareholder of our European subsidiary UPC, as well as
becoming its largest creditor."
Robert Bennett, President and CEO of Liberty, said, ""We are very pleased to be
making this announcement. It is the result of a lot of work with our colleagues
at United to create a winning solution for both companies in a difficult
economic and capital markets environment. With its enhanced financial position
New United should be in a good position to address the capital structure issues
of its key subsidiaries. Liberty's increased economic stake in these
subsidiaries, through the shareholding in New United, is an important element in
our larger European broadband strategy."
The transaction is subject to shareholder approval and is scheduled to close in
the first quarter 2002.
2 of 4
[UNITEDGLOBALCOM LOGO] [LIBERTY MEDIA LOGO]
ABOUT UNITEDGLOBALCOM:
United is the largest international communications provider of video, voice and
data services with operations in 26 countries. At September 30, 2001, United's
networks, in aggregate, reached over 18.8 million homes and served over 10.6
million video customers, 671,500 telephony subscribers and 672,900 high speed
internet access subscribers. In addition, the company's programming businesses
reached approximately 48 million subscribers.
United's significant operating subsidiaries include United Pan-Europe
Communications N.V. (UPC) (53% owned), a leading pan-European broadband
communications company; Austar United Communications (81% owned) a leading
satellite, cable television and telecommunications provider in Australia and New
Zealand; and VTR Global Com (100% owned), the largest broadband communications
provider in Chile.
ABOUT LIBERTY MEDIA:
Liberty Media holds interests in a broad range of video programming,
communications, technology and Internet businesses in the United States, Europe,
South America and Asia.
CONTACTS:
FOR UNITEDGLOBALCOM: FOR LIBERTY MEDIA:
Investors:
Rick Westerman, CFO Mike Erickson VP Investor Relations
Tel: 303-220-6647 Tel: 720-875-6481
Fax: 303-770-3464 Fax: 720-875-5445
Email: rwesterman@unitedglobal.com Email: mike@libertymedia.com
Press:
Jim Carlson, Corporate
Communications
Tel: 303-220-6662
Fax: 303-770-4207
Mobile: 303-808-4955
Email: jcarlson@unitedglobal.com
NOTE: The announcement concerning the United/Liberty Media transaction is
neither an offer to purchase nor a solicitation of an offer to sell securities.
The offer will be made only through a prospectus. In connection with this
proposed transaction, United has filed a proxy statement/registration statement
with the SEC and a prospectus will be included in that registration statement.
Other materials relating to the
3 of 4
[UNITEDGLOBALCOM LOGO] [LIBERTY MEDIA LOGO]
merger will also be filed with the SEC. Investors are urged to read the proxy
statement/prospectus and other relevant documents to be filed with the SEC
because they will include important information.
Materials filed with the SEC will be available electronically without charge at
an Internet site maintained by the SEC. The address of that site is
http://www.sec.gov. In addition, the proxy statement/prospectus filed with the
SEC will be mailed to United shareholders and may be obtained without charged
from United upon request. Documents filed with the SEC with respect to the
transaction may be obtained from United by directing a request to Rick
Westerman, Chief Financial Officer, UnitedGlobalCom, Inc., 4643 S. Ulster
Street, Suite 1300, Denver, CO 80237.
The identity of persons who may be considered "Participants in the Solicitation"
and the description of their interests is available in the Annual Report on Form
10-K filed by United on April 2, 2001.
NOTE: Except for historical information contained herein, this news release
contains forward looking statements which involve certain risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by these statements. These forward looking statements
include timing of the Second Closing. These risks and uncertainties include
regulatory approvals, as well as other factors detailed from time to time in the
Company's filings with the Securities and Exchange Commission.
4 of 4