DEFA14A 1 a05-17023_18defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  ý

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

o

Definitive Additional Materials

ý

Soliciting Material Pursuant to §240.14a-12

 

TELEWEST GLOBAL, INC.

(Name of Registrant as Specified In Its Charter)

N/A

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

ý

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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(2)

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(3)

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(4)

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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 



 

Filed by Telewest Global, Inc.

Pursuant to Rule 14a-12

Under the Securities Exchange Act of 1934

 

This filing consists of certain communications made in connection with the announcement of an Agreement and Plan of Merger among Telwest Global, Inc., NTL Incorporated and Merger Sub Inc., dated as of October 2, 2005.

 

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Merger Update

and Q3 Results

 

Nov / Dec 2005

 

[LOGO]

 



 

Presenter 1
 Presenter 2

 



 

Agenda

 

                  Mergers – What does it mean?

 

                  Q3 Results : Telewest & ntl

 

                  Telewest Offers : Why we have them

 

                  New Technology

 

                  TiME : Successes

 

                  Successes & Interesting Facts

 

                  Development Update

 

                  Engagement Update

 

                  Q&A

 

 



 

Merger - what does it mean ?

 

[LOGO]

 



 

Mergers

 

They are all around us.

 

Mergers you may have heard of………….

 



 

UK Cable

 

Where did it all begin?

 

Do you know your Telewest and NTL history ?

 



 

Rationale for Mergers

 

Why do you think companies merge? [Exercise]

 



 

Rationale for Merger

 

What is the rationale for an ntl / Telewest merger?

 

[GRAPHIC]

 

                  Increase scale of UK Cable:

 

                  12.6m homes passed

 

                  4.9m customers

 

                  Ability to compete nationally

 

                  Triple Play Champion

 

                  Drive value

 



 

Competitive Position

 

Number 1 or 2 in key consumer markets

 

Product

 

Market position (Subscribers)

 

Product Strategy

 

 

 

 

 

Consumer broadband #1

 

[CHART]

 

       Strategic driver

       Unique capabilities

       HFC and DSL

 

 

 

 

 

Pay TV #2

 

[CHART]

 

       VOD, PVR, HDTV

       Strategic content asset

 

 

 

 

 

Fixed
Telephony #2

 

[CHART]

 

       Talk plans

       New products

        VoIP and Mobility

 


(1)                                  Includes Virgin.net

(2)                                  On-net only

 



 

Competitive Position

 

Business: # 3 player with next generation network

 

Priorities

 

                  Most profitable alternative business operator

                  Utilising off-peak network capacity

                  Leverage local loop

                  Focus on on-net traffic, data and value-added services

                  Selective approach, not everything to everyone

                  A key strategic asset in industry consolidation

 

2004A Revenues (£m)

 

[CHART]

 



 

The Announcement

 

Merger was announced on 3rd October…

 

                  The intention for ntl and Telewest to merge

 

                  Subject to regulatory and shareholder approval

 

                  Board and Senior Leadership Team (SLT) drawn from ntl and Telewest senior management

 



 

The SLT

 

The SLT is comprised of ntl, Telewest and new members

 

Name

 

Age

 

Position

 

From

 

 

 

 

 

 

 

James Mooney

 

50

 

Chairman

 

ntl

 

 

 

 

 

 

 

Anthony (Cob) Stenham

 

73

 

Deputy Chairman

 

Telewest

 

 

 

 

 

 

 

Simon Duffy

 

55

 

President and CEO

 

ntl

 

 

 

 

 

 

 

Neil Berkett

 

50

 

Chief Operating Officer

 

New

 

 

 

 

 

 

 

Jacques Kerrest

 

58

 

Chief Financial Officer

 

ntl

 

 

 

 

 

 

 

Neil Smith

 

40

 

Deputy CFO

 

Telewest

 

 

 

 

 

 

 

Howard Watson

 

42

 

Chief Technology Officer

 

Telewest

 

 

 

 

 

 

 

Stephen Upton

 

50

 

Managing Director, Networks

 

ntl

 

 

 

 

 

 

 

Michael Riddle

 

46

 

Chief Information Officer

 

New

 



 

Next Steps

 

Business as usual for a few more months

 

                  Regulatory Approval

 

                  File with the Office of Fair Trading (OFT)

 

                  Could be referred to the Competition Commission (CC)

 

                  Shareholder Approval

 

                  File Securities and Exchange Commission (SEC) in the US

 

                  Shareholder vote

 

                  Internal planning to bring companies together

 

                  87 work-streams kicked off across business

 

                  Lead by senior management

 



 

Merger Communications

 

Keeping you up to date with the latest developments

 

[LOGO]

 

                  You should have by now received your first copy of THE facts.

 

                  More detail is contained on Oneline together with all other communication issued about the ntl / Telewest agreement

 

                  You can send questions to questions@telewest.co.uk

 

                  New Q&As will be published on Oneline each month

 

                  A merger update will be issued by email to all colleagues each month

 



 

Telewest and NTL Q3 Results

 

[LOGO]

 



 

Summary of Telewest results

 

                  Continuing profitable consumer growth

 

                  Focus on product innovation and higher value services

 

                  Roll-out of VOD ahead of schedule

 

                  Good progress on broadband speed upgrades

 

                  Launch DVR and HDTV in Q1-06

 

                  Award-winning customer service

 

                  Business division stable in a competitive market

 

                  Flextech performing well

 



 

Telewest Growth versus Q3-04

 

Underlying growth achieved through broadband, triple play, and advertising revenue growth

 

 

 

Q3-05

 

Q3-04

 

Change

 

 

 

Pro forma

 

 

 

 

 

£m

 

£m

 

 

 

Consumer

 

249

 

238

 

+5

%

Business

 

64

 

63

 

+2

%

Content

 

33

 

27

 

+22

%

sit-up

 

58

 

50

 

+16

%

Revenue

 

404

 

378

 

+7

%

Direct Costs

 

(134

)

(125

)

+7

%

S,G&A

 

(128

)

(127

)

+1

%

Adjusted EBITDA

 

142

 

126

 

+13

%

 

Note:  Pro forma for sit-up acquisition as if acquisition had occurred on January 1, 2004

 



 

NTL P&L versus Q3-04

 

Growth impacted by lower ARPU and Virgin.net acquisition

 

 

 

Q3-05

 

Q3-04

 

Change

 

 

 

£m

 

£m

 

 

 

Consumer

- on net

 

360

 

373

 

-3

%

 

- off net

 

17

 

5

 

+240

%

Business

- retail

 

60

 

64

 

-6

%

 

- wholesale

 

45

 

56

 

-20

%

Revenue

 

482

 

498

 

-3

%

Direct Costs

 

(200

)

(204

)

-2

%

S,G&A

 

(116

)

(123

)

-6

%

Adjusted EBITDA

 

166

 

171

 

-3

%

 

Note:                   Virgin-net acquired and consolidated from Nov 2004.

Reduces Wholesale Revenue by £11m and increases Offnet revenue by £13m

 



 

Penetration comparison

 

Penetration*

 

TLWT

 

NTL

 

Diff

 

 

 

%

 

%

 

 

 

Customer

 

39.3

 

39.0

 

+0.3

% pts

 

 

 

 

 

 

 

 

TV

 

28.7

 

24.4

 

+4.3

% pts

 

 

 

 

 

 

 

 

Digital TV

 

91.1

 

72.6

 

+18.5

% pts

 

 

 

 

 

 

 

 

Telephony

 

35.9

 

34.2

 

+1.7

% pts

 

 

 

 

 

 

 

 

Broadband

 

20.4

 

21.8

 

-1.4

% pts

 

 

 

 

 

 

 

 

Churn

 

1.4

 

1.5

 

+0.1

% pts

 


*  Penetration is the percentage of customer marketed to, who take service from us

 



 

Multi-service comparison

 

 

 

TLWT

 

NTL

 

Diff

 

 

 

%

 

%

 

% pts

 

 

 

 

 

 

 

 

 

Triple Play

 

35.0

 

27.2

 

+7.8

 

 

 

 

 

 

 

 

 

Dual / Triple Play

 

79.0

 

69.2

 

+9.8

 

 

 

 

 

 

 

 

 

Solus

 

21.0

 

30.8

 

-9.8

 

 

 

 

 

 

 

 

 

RGUs per customer

 

2.14

 

1.96

 

+0.18

 

 

 

 

 

 

 

 

 

Average Revenue pm

 

£

45.17

 

£

39.08

 

£

+6.09

 

 

Note: RGU = revenue generating unit: TV, telephony or broadband customer

 



 

Questions and Answers

 

[LOGO]

 



 

Forward Looking Statements

 

Certain statements in this communication regarding the proposed transaction between NTL Incorporated (“ntl”) and Telewest, Inc. (“Telewest”), the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and products and any other statements regarding Telewest’s or ntl’s future expectations, beliefs, goals or prospects constitute forward-looking statements as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995. When used in this document, the words “believe”, “anticipate”, “should”, “intend”, “plan”, “will”, “expects”, “estimates”, “projects”, “positioned”, “strategy”, and similar expressions or statements that are not historical facts, in each case as they relate to ntl and Telewest, the management of either such company or the proposed transaction, are intended to identify those expressions or statements as forward-looking statements.  In addition to the risks and uncertainties noted in this document, there are certain factors, risks and uncertainties that could cause actual results to differ materially from those anticipated by some of the statements made, many of which are beyond the control of ntl and Telewest.  These include: (1) the failure to obtain and retain expected synergies from the proposed transaction, (2) rates of success in executing, managing and integrating key acquisitions, including the proposed acquisition, (3) the ability to achieve business plans for the combined company, (4) the ability to manage and maintain key customer relationships, (5) delays in obtaining, or adverse conditions contained in, any regulatory or third-party approvals in connection with the proposed acquisition, (6) availability and cost of capital, (7) the ability to manage regulatory, tax and legal matters, and to resolve pending matters within current estimates, (8) other similar factors, and (9) the risk factors summarized and explained in our Form 10-K.  For additional information concerning factors that could cause actual results to materially differ from those projected herein, please refer to our most recent 10-K, 10-Q and 8-K reports.

 

[LOGO]

 



 

Additional Information and Where to Find it

 

This filing may be deemed to be solicitation material in respect of the proposed merger of ntl and Telewest.  In connection with the proposed merger, ntl and Telewest will file a joint proxy statement / prospectus with the U.S. Securities and Exchange Commission (the “SEC”).  INVESTORS AND SECURITY HOLDERS OF NTL AND TELEWEST ARE ADVISED TO READ THE JOINT PROXY STATEMENT / PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.  The final joint proxy statement / prospectus will be mailed to stockholders of ntl and Telewest.  Investors and security holders may obtain a free copy of the joint proxy statement / prospectus, when it becomes available, and other documents filed by ntl and Telewest with the SEC, at the SEC’s web site at http://www.sec.gov.  Free copies of the joint proxy statement / prospectus, when it becomes available, and each company’s other filings with the SEC may also be obtained from the respective companies.  Free copies of Telewest’s filings may be obtained by directing a request to Telewest Global, Inc., 160 Great Portland Street, London W1W 5QA, United Kingdom, Attention: Investor Relations.

 

Participants in the Solicitation

 

ntl, Telewest and their respective directors, executive officers and other members of their management and employees may be deemed to be soliciting proxies from their respective stockholders in favour of the merger. Information regarding ntl’s directors and executive officers is available in ntl’s proxy statement for its 2005 annual meeting of stockholders, which was filed with the SEC on April 5, 2005. Information regarding Telewest’s directors and executive officers is available in Telewest’s proxy statement for its 2005 annual meeting of stockholders, while was filed with the SEC on April 11, 2005. Additional information regarding the interests of such potential participants will be included in the joint proxy statement