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Filed by United Pan-Europe Communications N.V.
Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant
to Rule 14d-2 of the Securities Exchange Act of 1934
Subject Company: United Pan-Europe Communications N.V.
Commission File No.: 333-36848
On May 22, 2000, United Pan-Europe Communications N.V., a Netherlands public
limited liability company, and SBS Broadcasting S.A., a Luxembourg public
limited liability corporation, jointly issued the following press release:
[LOGO OF UPC] [LOGO OF SBS BROADCASTING]
For Immediate release
UPC AND SBS BROADCASTING AGREE TO TERMINATE EXCHANGE OFFER AGREEMENT
AMSTERDAM and LUXEMBOURG, 22 MAY 2000 - United Pan-Europe Communications N.V.
(Amsterdam Stock Exchange (AEX):UPC; NASDAQ: UPCOY) and SBS Broadcasting S.A.
(AEX: SBSB; NASDAQ: SBTV) announced jointly today that they have agreed to
terminate the Exchange Offer Agreement dated March 9, 2000, as amended on April
11, 2000, between the two companies.
Commenting for UPC, Mark Schneider, Chairman and CEO, stated: "Because of the
continuing turmoil in the financial markets, we have reluctantly taken the
decision not to proceed with the acquisition of SBS. Given UPC's current share
price levels it is simply not practical to complete the transaction.
"UPC is SBS's largest shareholder and we remain fully committed to the SBS
strategy, particularly the separate alliances our companies have created
together. Harry Sloan and his management team have built a very solid and
growing business. UPC will continue to aggressively pursue its joint ventures
with SBS in the areas of developing content for multiple distribution networks,
including chello. For example, in April 2000, we announced the first two of our
four planned thematic channels, a youth-oriented film channel, targeted to a
younger 18-34 demographic, and a Gold channel, an archive-themed channel with
broader demographic appeal. Two additional channels are expected to be
announced shortly, one of which is anticipated to be a shopping channel."
Speaking for SBS, Harry Evans Sloan, Chairman and CEO, said: "It's unfortunate
that the decline in the financial markets has forced UPC to abandon a
transaction that made great sense for both companies. But, given SBS's strong
operating performance and continuing growth prospects, we simply could not
entertain anything less than a superior transaction for our shareholders.
"UPC is a substantial and growing company with great assets, good management and
a pan-European footprint that is congruent with SBS's own operations. We will
continue to work closely together, particularly in the areas of programming,
subscription
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services and new media, as we seek to leverage our respective businesses to
mutual advantage."
Description of Parties Issuing Press Release:
SBS is a European commercial television and radio broadcasting company with
operations in Western and Central Europe. Countries where SBS currently
broadcasts include: Sweden, Norway, Denmark, Belgium, The Netherlands, Hungary,
Switzerland, Finland, Greece and Slovenia. SBS is also an emerging presence in
many aspects of European new media. SBS holds ownership interests in a variety
of e-commerce activities. A joint venture between SBS and Endemol, Holland's
leading production company, is developing @FUN, Holland's first entertainment
portal and through vt4.net, SBS is the leading provider of free Internet access
services in Belgium. SBS' radio station KISS-FM has the most heavily trafficked
Internet site in Finland. HOT Italia, a joint venture amongst HOT Europe, SBS
and HSN, will launch Italy's first live home shopping channel late in 2000.
Headquartered in Amsterdam, UPC is one of the most innovative broadband
communications companies in Europe and owns and operates the largest pan-
European group of broadband communication networks. UPC provides cable
television, telephony, high-speed Internet access and programming services in
thirteen countries across Europe and in Israel. As of March 31, 2000, on an
aggregate basis (pro-forma for announced acquisitions), UPC's aggregated
footprint reached 15.8 million franchise homes and 12.9 million homes passed
with approximately 8.4 million basic cable subscribers. In addition, UPC systems
had 271,400 residential telephony lines and 22,500 business telephony lines as
well as 176,800 residential Internet subscribers and 4,300 business Internet
subscribers.
UPC is a consolidated subsidiary of Denver based UnitedGlobalCom Inc. ("United")
(NASDAQ: "UCOMA") and Microsoft has an interest of approximately 7.0% in UPC.
Legal Disclaimers and Safe Harbor Statements:
The tender offer described in this announcement for the outstanding shares of
SBS has not yet commenced, and this announcement is neither an offer to purchase
nor a solicitation of an offer to sell securities. The tender offer will be
made only through a prospectus and the Letter of Transmittal.
The Merger Committee of The Netherlands has been notified in accordance with the
Netherlands Merger Code.
UPC and SBS do not currently envisage that the transaction, if consummated, will
result in material consequences for employees of the operations of UPC and SBS
in the Netherlands.
Statements in this press release regarding SBS's and UPC's businesses which are
not historical facts are "forward-looking statements" that involve risks and
uncertainties. These risks and uncertainties include the parties' abilities to
consummate the transaction and develop the business concepts outlined.
IN CONNECTION WITH ITS PROPOSED EXCHANGE OFFER, UPC HAS FILED A REGISTRATION
STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC"), A
PRELIMINARY PROSPECTUS INCLUDED IN THAT REGISTRATION STATEMENT AND A TENDER
OFFER STATEMENT ON
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SCHEDULE TO. EXCHANGE OFFER MATERIALS AND OTHER MATERIALS RELATING TO THE OFFER
WILL ALSO BE FILED WITH THE SEC. INVESTORS ARE URGED TO READ THE PROSPECTUS, THE
TENDER OFFER STATEMENT AND EXCHANGE OFFER MATERIALS AND OTHER RELEVANT DOCUMENTS
TO BE FILED WITH THE SEC BECAUSE THEY WILL INCLUDE IMPORTANT INFORMATION.
MATERIALS FILED WITH THE SEC WILL BE AVAILABLE ELECTRONICALLY, WITHOUT CHARGE,
AT AN INTERNET SITE MAINTAINED BY THE SEC. THE ADDRESS OF THAT SITE IS
HTTP://WWW.SEC.GOV. IN ADDITION, THE PROSPECTUS AND EXCHANGE OFFER MATERIALS
FILED WITH THE SEC WILL BE MAILED TO SBS SHAREHOLDERS AND MAY BE OBTAINED
WITHOUT CHARGE FROM UPC OR SBS UPON REQUEST. DOCUMENTS FILED WITH THE SEC WITH
RESPECT TO THE OFFER MAY BE OBTAINED FROM UPC DIRECTING A REQUEST TO UNITED PAN-
EUROPE COMMUNICATIONS N.V., FRED. ROESKESTRAAT 123, P.O. BOX 74763, 1070 BT
AMSTERDAM, THE NETHERLANDS, TELEPHONE +31-20-778-9840.
UNLESS UPC OTHERWISE DETERMINES, THE EXCHANGE OFFER WILL NOT BE MADE, DIRECTLY
OR INDIRECTLY, IN OR INTO, OR BY THE USE OF THE MAILS OR ANY MEANS OR
INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, TELEPHONICALLY OR
ELECTRONICALLY) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A
NATIONAL, STATE OR OTHER SECURITIES EXCHANGE OF CANADA, AUSTRALIA OR JAPAN AND
WILL NOT BE CAPABLE OF ACCEPTANCE BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR
FACILITY WITHIN CANADA, AUSTRALIA OR JAPAN AND THIS ANNOUNCEMENT MAY NOT BE
DISTRIBUTED IN ANY SUCH JURISDICTIONS.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY UPC AND HAS BEEN APPROVED BY GOLDMAN SACHS
INTERNATIONAL FOR THE PURPOSES OF SECTION 57 OF THE UK FINANCIAL SERVICES ACT
1986.
Contacts:
For UPC:
Charlie Bracken, Chief Financial Officer, UPC
Tel: +44 207 518 7995
Fax: +44 207 518 7994
Email: [email protected]
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Shane O'Neill, Managing Director of Strategy,
Acquisitions & Corporate Development, UPC
Tel: +44 207 518 9150
Fax: +44 207 518 7980
Email: [email protected]
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Ruth Pirie, Director of Investor Relations, UPC
Tel: +44 207 518 7980
Fax: +44 207 518 7981
Mobile: +44 778 841 7083
Email: [email protected]
--------------------
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Henrietta Hirst, Director of Group Corporate
Communications, UPC
Tel: +44 207 518 7996
Fax: +44 207 518 7981
Mobile: +44 788 074 2375
Email: [email protected]
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www.upccorp.com
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For SBS Broadcasting:
Investors: Chris Plunkett or Michael
Smargiassi
Brainerd Communicators, Inc.
Tel: +1 212 986 6667
Press: Jeff Pryor
Pryor & Associates
Tel: +1 818 382 2233
or
Catrioina Cockburn
Citigate Dewe Rogerson
Tel: +44 207 292 2924
