| Cable Wars Unleashed, NTL Agrees to Buy Telewest |
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Chetan Anand, 24x7 Updates
Giving an onus to ever burgeoning cable wars and ending longtime speulations NTL Inc., Britain’s biggest cable operator, agreed to buy Telewest Global Inc. for about $6 billion, creating a larger rival for U.K. pay-television leader British Sky Broadcasting Group Plc.
NTL will pay $16.25 in cash and 0.115 of its own shares for each share in Britain’s No. 2 cable provider, Hook, south England-based NTL said today in a Business Wire statement. The deal values Telewest at $23.93 a share. The stock closed at $22.95 on Sept. 30.
The deal ends more than three years of speculation about a linkup of the two companies, which defaulted on $26 billion of debt in 2002. NTL is hoping a reorganized combination will be better equipped to fight Rupert Murdoch’s BSkyB, which has more television customers in the U.K. than the two cable providers put together.
``While the combined entity could potentially pose a longer-term competitive threat to BSkyB, the merger of the two companies could give BSkyB a short-term competitive boost in that it may distract the cable companies from external growth as they merge their networks,’’ Aryeh Bourkoff, an analyst at UBS AG, said in a note to investors today before the transaction was announced.
Simon Duffy, NTL’s chief executive, will lead the combined company, NTL said in the statement.
NTL may eliminate more than one in four jobs from the combined workforce of 19,000, helping reap savings of 200 million pounds ($352 million) across the group in 2006, UBS has said.
Goldman Sachs Group Inc. is NTL’s adviser. Deutsche Bank AG and N.M. Rothschild & Sons are advising Telewest.
Same Shareholders
A merger of the two cable operators had seemed likely to many analysts and industry executives, including former Telewest Managing Director Charles Burdick, because the two companies’ networks don’t overlap and they share the same largest shareholders.
Bill Huff, who runs W.R. Huff Asset Management Co., is the biggest investor in Telewest with a 16 percent stake. He also holds about 12 percent of NTL. Other common stakeholders are FMR Corp., Franklin Mutual Advisors and Oaktree Capital Management. The money mangers amassed their stakes after the cable companies swapped their bonds for new shares.
Shares in NTL have fallen 8.4 percent this year, compared with a 31 percent gain in the same period by Telewest stock.
Crippling Debt
NTL and London-based Telewest crippled themselves under debt as they rolled out fiber-optic networks and bought rivals when valuations were at their peak. NTL’s bond default was Europe’s biggest ever.
The two companies handed control to creditors -- NTL in 2003 and Telewest a year later -- after failing to attract enough customers for their television, phone and Internet services to repay the interest on their borrowings.
In similar reorganizations, both operators incorporated themselves in Delaware and listed their shares in New York. The processes claimed the jobs of two Telewest chiefs, Adam Singer and Charles Burdick, and led to the departure of NTL Chief Executive Barclay Knapp.
Today’s agreement ends months of talks that had stalled as the companies debated what to do with Telewest’s program-making division, Flextech, according to newspapers including the Times.
Flextech runs television channels including Bravo and LivingTV. Telewest also owns 50 percent of UKTV, a joint venture with the British Broadcasting Corporation and the largest supplier of channels to the British pay-TV market. Telewest controls Sit-up Ltd., a U.K. home-shopping channel company.
NTL Chief Executive Simon Duffy had said owning a programming business might not suit a cable operator and Telewest has sought separate bids for Flextech. Analysts at UBS valued Flextech and the other two assets at between 800 million pounds and 1.1 billion pounds.
Freeview Battle
In August, NTL posted a second-quarter profit of 73.5 million pounds. Sales fell 2.3 percent. Over the same period, Telewest reported profit of 19 million pounds as sales rose 17 percent.
NTL has already stripped itself of assets ahead of the takeover of Telewest. Last year NTL sold its broadcast unit for 1.27 billion pounds to Sydney-based Macquarie Communications
Infrastructure Group. In May this year, NTL sold its Irish division for 325 million euros ($389 million).
Still, a merged company would still have fewer viewers than London-based BSkyB. At the end of March this year, BSkyB had 7.70 million television subscribers. NTL had 3.19 million, while Telewest had 1.82 million.
The combined group would also have to battle Freeview, which offers digital television for nothing other than the cost of a set-top box.
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