SEC Filing: Current report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
( November 12, 2009, 15:00 GMT | Official Statement) -- Extract: The Acquisition is subject to receipt of regulatory clearance from either the European Commission or the German Federal Cartel Office. If the closing has not occurred by September 30, 2010, either party may terminate the Purchase AgreementLiberty Global, Inc. (“LGI”) and an indirect wholly-owned subsidiary of LGI (“Acquisition Sub”) have entered into a Share Purchase Agreement, dated November 13, 2009 (the “Purchase Agreement”), with Unity Media S.C.A. pursuant to which Acquisition Sub has agreed to purchase (the “Acquisition”) all of the issued and outstanding shares of capital stock of Unitymedia GmbH (“Unitymedia”), for approximately €2.0 billion ($3.0 billion at November 13, 2009) (the “Purchase Price”), in cash. LGI has guaranteed the performance by Acquisition Sub of its obligations under the Purchase Agreement. Together with Unitymedia’s reported net debt at September 30, 2009 of approximately €1.5 billion ($2.2 billion at November 13, 2009), the total consideration is approximately €3.5 billion ($5.2 billion at November 13, 2009), excluding transaction costs. At closing, 3% of the Purchase Price will be placed in escrow (“Escrow”), for a period not to exceed 122 days, pending any claims arising under the Purchase Agreement. Any payment made from the Escrow will be treated as an adjustment to the Purchase Price....
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