Milbank Advises on the Purchase of Virgin Media by Liberty Global

Virgin Media Inc. and Liberty Global, Inc. today announced an agreement, subject to shareholder approvals, that Liberty Global will acquire Virgin Media in a stock and cash merger valued at approximately US$24 billion. The combined company will serve over 25 million customers across 14 different countries, with a predominant strategic focus on European markets.

The terms of the agreement state that Virgin Media shareholders will receive $17.50 in cash, 0.2582 Liberty Global Series A shares and 0.1928 Liberty Global Series C shares for each Virgin Media share that they hold. Based on Liberty Global’s Series A share price of $69.46 and Series C share price of $64.50 as of February 4, 2013, this implies a price of $47.87 per Virgin Media share. Through the transaction, Liberty Global will become a UK plc and listed on the NASDAQ.

The Milbank team, led by Tim Peterson, was fielded by a team of top tier lawyers across the Securities, Leverage Finance, Corporate and Tax practices.

Milbank is acting as legal counsel to Virgin Media alongside Fried Frank, with Goldman Sachs and JP Morgan acting as financial advisors.

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