NTL INC/DE/
8-K, EX-99.1, 2000-08-10
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                                                                     EXIBIT 99.1
[NTL Logo]


FOR IMMEDIATE RELEASE

NTL ADVANCES EUROPEAN BROADBAND STRATEGY WITH PARTNERSHIP TO BUY 49.9% OF NOOS,
                       FRANCE'S LEADING BROADBAND COMPANY

- Broad and deep coverage of central and suburban  Paris plus other major French
cities with a total of 3,179,377 franchise homes and businesses, 2,563,473 homes
and businesses passed and 736,812 subscribers

- The deal  builds on NTL's  strategy  of  accelerating  a presence in other key
European  cities  including,  on  a  proforma  basis,  London,  Dublin,  Zurich,
Frankfurt and Stockholm

- NTL to partner  with  Morgan  Stanley  Dean Witter  Private  Equity to acquire
France  Telecom's  49.9%  stake in Noos in the  proportions  of 27.0% to NTL and
22.9% to Morgan Stanley Dean Witter Private Equity. Suez Lyonnaise des Eaux will
retain 50.1% of the company.


New York, New York (August 7, 2000) - NTL Incorporated (NASDAQ and EASDAQ: NTLI)
announced  today that it has signed an  agreement  in  partnership  with  Morgan
Stanley Dean Witter Private Equity to buy France  Telecom's 49.9% stake in Noos.
NTL will acquire 27% of the company for approximately $627 million,  based on an
enterprise  value of Euro 2.7 billion ($2.45 billion) and will take two seats on
the Board.  Morgan  Stanley Dean Witter Private Equity will acquire 22.9% of the
company, also with two Board seats. Suez Lyonnaise des Eaux will retain 50.1% of
the company with five Board seats. The deal is expected to close in late 2000.

Barclay Knapp, CEO of NTL Inc., commented:

"This  represents   another  major  step  forward  in  our  European   broadband
strategies.  In Noos, the market leading French broadband company, we now have a
strong  position  to grow  revenues  from  bundled  subscriptions  to cable  TV,
Internet and  telephony  across the whole of France,  but most notably in Paris,
which  represents the majority of the  telecommunications  market in France.  We
believe  that  NTL's  experience  in  driving  broadband   penetration  will  be
invaluable in exploiting Noos' full potential."

About Noos

Noos offers  cable TV,  telephony  and  Internet  services to a total of 736,812
subscribers  (as at July  2000)  and its  network  passes  2,563,473  homes  and
businesses.  There are an estimated  2,686,722  homes and 492,655  businesses in
Noos  franchise  areas.  Noos has an estimated  26% share of the French cable TV
market and in 1999 had revenues of $175 million.  The Company currently provides
high speed Internet access to over 44,000 homes and businesses in France.

France Telecom ("FT") and  Suez-Lyonnaise  des Eaux ("SLDE") agreed in late 1999
to form Noos through  combining SLDE's French cable operations with FT's related
cable  network  assets  into a new  company.  SLDE  is  contributing  its  cable
operations  (79.8% of  Lyonnaise  Communications  ("LC"),  75.5% of Paris  Cable
("PC")) and its concessive cable networks (100% of Auxipar).  FT is contributing
the  network  infrastructure  operated  by LC and  PC as  well  as its  minority
interests in LC (20.2%) and PC (24.5%).  The  combined  assets  create  France's
leading   integrated   cable   operator   with  a  presence  in  more  than  100
municipalities including the highly attractive Greater Paris region. In addition
to Paris,  Noos'  network  covers  medium-sized  markets  mainly in urban  areas
including Annecy, Besancon, Cannes, Chalon, Chambery,  Clermont-Ferrand,  Dijon,
Epinal,  Herouville  Saint-Clair,  Le Mans, Lievin,  Menton,  Orleans,  Rumilly,
Sarcelles, and the South West area (Montauban, Pau and Tarbes).

The Company  operates a fully digital 860Mhz HFC network  comprising over 16,000
km of coaxial and  approximately  4,000 km of fiber cable. This network provides
the Company with a unique platform to implement a successful  broadband strategy
in France. In addition,  Noos has secured long term access rights to underground
ducts for future network upgrade.

Premier European Footprint

The investment in Noos builds on NTL's strategy of investing in highly desirable
European  telecommunications markets. Pro-forma for all our announced and closed
transactions, NTL and its subsidiaries will have the premier broadband footprint
in Europe,  with  presence in key European  markets;

-    Europe's three biggest financial centers - London, Paris and Frankfurt;
-    Europe's wealthiest population - Switzerland;
-    Europe's most buoyant economy - Ireland;
-    Europe's most highly  penetrated  Internet  market,  Sweden - where B2, our
     affiliate,  is  aggressively  rolling out ethernet and fiber based services
     throughout Scandinavia.

NTL has secured  broad and deep  coverage  in major  cities  throughout  Europe:
London, Manchester, Glasgow, Dublin, Zurich, Basle, Geneva, Frankfurt, Paris and
Stockholm,  giving access to over 18 million  franchise homes plus businesses in
these key cities.

Noos compliments NTL's core business of bundled CATV,  telephony and Internet in
addition to its  existing  French  "1G" cable  franchises  in the  Ile-de-France
region,  which,  combined with the central Paris region served by Noos, analysts
estimate to represent over 40% of the French communications market.

France's  media and  communications  market is one of Europe's  most  attractive
given its size,  growth  potential and  profitability.  France is Europe's third
largest country with a population over 58 million;  the Greater Paris area alone
contains 16.4 million people, representing 28% of the French population.

Despite having  relatively low penetration  (37% of homes passed) and relatively
low cable  coverage (32% of all homes),  France is Europe's  fourth largest CATV
market.  The $22 billion  French telecom market ranks second in Europe and fifth
in the world, with metropolitan  Paris comprising over 40% of the French market.
The French  broadband  market  offers one of the best  opportunities  for growth
among major European  markets given its  relatively low  penetration of CATV, PC
and  Internet,  and  the  current  boom in take  up of  internet  and  broadband
technologies.

This  transaction  ensures  significant  participation  by  NTL in  this  highly
attractive market and offers substantial  opportunities for growth,  building on
NTL's considerable market expertise and success in its existing operations.

Financing of NTL's investment

NTL's 27% stake, which will cost  approximately $627 million,  is being financed
through the issuance of 12-month  redeemable  preferred  stock to France Telecom
for 80% of the  consideration  and  6-year  redeemable  preferred  stock for the
remaining 20%. It is anticipated  that redemption of the preferred stock will be
made from available funds.

                                                               * * * * *

Contacts:

In the U.S.: Tel: 212-906-8440 or e-mail:  [email protected]
- John F.Gregg, Chief Financial Officer
- Richard J. Lubasch,  Executive Vice President, General  Counsel
- Bret  Richter,  Vice  President  -  Corporate  Finance  and Development
- Erik Tamm, Investor Relations

In the UK: Tel: +44 20 7909 2000
- Aizad Hussain,  Managing Director - Corporate Finance  and  Development
- Rob  Savignol,  Director -  Corporate  Finance  and Development
- Alasdair  Steele,  Director - Corporate  Finance and  Development, Legal

Press  Contacts:
- Will  Robson,  NTL (UK) - +44 1256 752661/ +44 7050 094371
- Dominic Shales, Hill & Knowlton (UK) - +44 7976 248321/ +44 20 7413 3142

Or visit www.ntl.com


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