NTL Incorporated and the Independent Board of Virgin Mobile Holdings (UK) plc have announced an agreement on the terms of a cash offer, with a share alternative offer and a cash and share alternative offer, to be made by NTL and one of its wholly owned subsidiaries to acquire the entire share capital of Virgin Mobile.
Under the Offer, Virgin Mobile Shareholders can elect for: 372 pence in cash for each Virgin Mobile share; or the share alternative of 0.23245 shares of NTL common stock for each Virgin Mobile share, valued at 389p per share based on the closing price of NTL's common stock and the $/£ exchange rate at April 3, 2006; or the share and cash alternative of 0.18596 shares of NTL common stock, valued at 311p per Virgin Mobile share based on the closing price of NTL's common stock and the $/£ exchange rate at April 3, 2006, plus 67 pence in cash, for each Virgin Mobile share.
The Cash Offer values Virgin Mobile at approximately $1.7 billion. Virgin Group Investments Limited, which beneficially owns approximately 71.2% of Virgin Mobile's shares, and Virgin Entertainment Investments Holdings Limited have irrevocably undertaken, irrespective of whether any higher competing bid is made, to elect in full for the share and cash alternative. Other Virgin Mobile shareholders, who hold an additional 0.82% of Virgin Mobile's shares, have also irrevocably undertaken to accept the Offer. Completion of the scheme is expected in late June 2006. The Offer is subject to competition authority approval in the United Kingdom and is also subject to the shareholder vote described above relating to the license agreement. The Offer is not subject to approval by NTL shareholders.