<PAGE>
Filed by United Pan-Europe Communications N.V.
Pursuant to Rule 425 under the Securities Act of 19333 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. 000-25365
On April 11, 2000, United Pan-Europe Communications N.V.,
a Netherlands public limited liability company, and SBS
Broadcasting S.A., a Luxembourg limited liability corporation, jointly
issued the following press release.
[LOGO OF UPC] [LOGO OF SBS BROADCASTING]
For immediate release
UPC AND SBS AMEND EXCHANGE OFFER AGREEMENT
AMSTERDAM and LUXEMBOURG, 9 March 2000 - United Pan-Europe Communications
(NASDAQ: UPCOY: Amsterdam Stock Exchange (AEX):UPC) and SBS Broadcasting
(NASDAQ: SBTV; AEX: SBSB) announced today that notwithstanding the occurrence of
a "Trigger Event" occasioned by the recent decline in UPC's share price, UPC has
elected not to terminate the Exchange Offer Agreement dated March 9, 2000. The
parties have agreed to amend the Exchange Offer Agreement such that in the event
UPC's average closing per share price for a randomly selected ten day period
immediately prior to the scheduled commencement of the exchange offer were not
to be in excess of the originally specified level, which currently equates to
$49.00 per share, UPC would have the right to terminate the Exchange Offer
Agreement prior to commencing the offer.
In a joint statement, Mark Schneider, Chairman and CEO of UPC, and Harry Evans
Sloan, Chairman and CEO of SBS, said; "Today's action properly reflects the
intention and desire of both companies to proceed with our previously announced
transaction, notwithstanding the recent turbulence in the financial markets. We
still firmly believe that the combination of our companies and continued
cooperation between our operating units is clearly in the best interests of
shareholders of both companies."
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
<PAGE>
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 panEuropean
group of broadban communication networks. UPC provides cable television,
telephony, high-speed Internet access and programming services in thirteen
countries across Europe and in Israel. As of January 31, 2000, on an aggregate
basis, UPC's systems passed approximately 10.5 million homes with more than 6.8
million basic cable subscribers. In addition, UPC systems had 226,700
residential telephony lines and 19,500 business telephony lines as well as
130,100 residential Internet subscribers and 3,600 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.
UPC shares are traded on the Amsterdam Stock Exchange ("UPC") and NASDAQ
("UPCOY").
Legal Disclaimers and Safe Harbour Statements:
The amendment to the Exchange Offer Agreement dated March 9, 2000 is a specific
legal document that must be read in conjunction with the Exchange Offer
Agreement. The description of the amendment set forth herein is qualified in its
entirety by reference to the full text of the amendment a copy of which is being
filed with the US Securities and Exchange Commission ("SEC").
The exchange offer 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 offer will be made only through a prospectus and
the Letter of Transmittal.
IN CONNECTION WITH ITS PROPOSED EXCHANGE OFFER, UPC WILL FILE A REGISTRATION
STATEMENT WITH THE SEC AND A PROSPECTUS AND EXCHANGE OFFER MATERIALS WILL BE
INCLUDED IN THAT REGISTRATION STATEMENT, OTHER MATERIALS RELATING TO THE OFFER
WILL ALSO BE FILED WITH THE SEC. INVESTORS ARE URGED TO READ THE PROSPECTUS 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
-2-
<PAGE>
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.
SOURCE: United Pan-Europe Communications and SBS Broadcasting
CONTACTS:
For SBS Broadcasting: Investors: Chris Plunkett or Michael Smargiassi, Brainerd
Communicators, Inc., +1 212 986 6667, or Press: Jeff Pryor, Pryor & Associates,
+1 818 382 2233 or Catriona Cockburn, Citigate Dewe Rogerson, +44 171 282 2840.
For UPC: Henrietta Hirst, Director of Group Corporate Communications, +44 207
518 7996, fax: +44 207 518 7981, or mobile: +44 788 074 2375,
[email protected] or Chris Smith, Managing Director Corporate Development,
- -----------------------
+44 207 518 7988 [email protected] or Ton Tuijten, General Counsel,
--------------------
+31207789872 or mobile +31622522276, [email protected].
--------------------
-3-
