freenet AG is not satisfied with Sunrise's acquisition of UPC Switzerland for a purchase price of CHF 6.3bn and decided to vote against the proposed CHF 4.1bn capital increase of Sunrise Communications Group AG

 

Büdelsdorf, 16 August 2019 - freenet AG ("freenet") [ISIN DE000A0Z2ZZ5] announces its decision to vote against the CHF 4.1bn proposed capital increase of Sunrise Communications Group AG ("Sunrise") in relation to its envisaged acquisition of UPC Switzerland ("Transaction"), as the current terms of the transaction, in particular the purchase price, synergy allocation and the transaction structure are unbalanced and unfavorable for all Sunrise shareholders.

 

Sunrise announced on 27 February 2019 that it has signed a binding agreement to acquire the Swiss cable operator UPC Switzerland, a fully-owned subsidiary of Liberty Global, for an enterprise value of CHF 6.3bn paid in cash. As part of the Transaction financing, Sunrise envisages to undertake a rights issue to raise approx. CHF 4.1bn and will seek approval from its shareholders for this at an Extraordinary General Meeting, expected to be held in the second half of 2019.

 

freenet sees the current terms of the Transaction as highly unbalanced and unfavorable for all existing Sunrise shareholders:
 

- Purchase price: The purchase price and implied valuation for UPC Switzerland is too high, in particular in light of the cable industry being under severe pressure and UPC Switzerland's operational performance (as further evidenced by its Q2'19 results). For a fair transaction for all Sunrise shareholders, the purchase price should be lowered.
 

- Synergy allocation: The purchase price implies that potential synergies amounting to CHF 1.3bn are being paid away to Liberty Global in advance. Sunrise shareholders are required to underwrite a UPC Switzerland turnaround and related integration risks, while paying away much of the upside. For a fair transaction for all Sunrise shareholders, Liberty Global should become a shareholder of the combined entity and receive a lower portion of the potential synergies.
 

- Transaction structure: Structuring the acquisition as an all-cash Transaction leaves all execution risks with Sunrise shareholders. For a fair transaction for all Sunrise shareholders, Liberty Global should receive a stake in the combined entity, creating a more adequate risk and upside sharing set-up.
 

- Capital structure: The proposed target capital structure is making Sunrise shareholders face an unprecedented capital ask with a proposed rights issue above 100% of the issuer's market cap, thereby overburdening Sunrise shareholders. For a fair transaction for all Sunrise shareholders, the target leverage should be increased substantially.
 

- Debt structure: The takeover of the UPC bonds may lead to significant risks to the detriment of Sunrise and its shareholders. For a fair transaction for all Sunrise shareholders, Liberty Global should retain the UPC bonds after the Transaction.
 

Sunrise has an excellent positioning and outstanding prospects standalone as evidenced by its consistent outperformance of its peers since IPO. In light of this, Sunrise is not required to make any of the above concessions resulting in a deal that is unfavorable for Sunrise shareholders - as already observed in the negative share price development since announcement of the transaction.
 

freenet has consistently communicated its concerns around the transaction terms to Sunrise since knowledge thereof, and freenet's representatives have voted against the Transaction in its current form in the Board of Directors ahead of the Transaction announcement.
 

On that basis, freenet believes there is a potential for significant re-rating of the Sunrise share price above pre-Transaction levels on a standalone basis, should the UPC Switzerland acquisition not materialise.
 

Consequently, freenet decided to vote against the rights issue at the Extraordinary General Meeting under the current transaction terms of the UPC Switzerland acquisition.

**********************************