Decision Nº M/07/047 from Competition and Consumer Protection Commission, 2007-09-12

• Jurisdiction: Ireland
• Parties: LGI Ventures BV,City Channel Limited
• Date: 12 September 2007
• Decision Number: M/07/047
• Decision Date: 12 September 2007
• Court: Commissioner for Environmental Information

Merger Notification No. M/07/047 – LGIV/City Channel

DETERMINATION OF MERGER NOTIFICATION M/07/047 -

LGIV/City Channel

Section 21 of the Competition Act 2002

Proposed acquisition by Liberty Glob al Inc. of City Channel Limited

Dated 12/09/2007

Introduction

1. On 22 August 2007 the Competition Authority (the “Authority”), in

accordance with section 18 (1)(b) of the Competition Act, 2002 (“the

Act”) was notified, o n a mandatory basis, of a proposed acquisition by

LGI Ventures BV (“LGIV ”), a wholly owned subsidiary o f Liberty Global

Inc. (“Liberty Global”), of a minority interest i n City Channel Limited

(“City Channel”).

2. The Authority, in accordance with section 23(1) of the Act, forwarded a

copy of the notification to the Minister and notified the unde rtakings

involved that it considers the acquisition to be a media merger.

The Proposed Transaction

3. Pre-transaction, David Harvey owns a […] per cent s hareholding in City

Channel, w ith […] other individual shareholders holding th e remaini ng

[…] per cent (the shareholding of each of these shareholders is less

than […] pe r cent). Pu rsuant to the proposed transaction, LGIV will

acquire […] shares in City Channel from existing investors and

purchase […] new shares from City Channel, resulting in LGIV

acquiring a minority shareholding of […]% in C ity Channel.

4. Post-transaction, LGIV will be [in a position to exercise control over

City Channel].

The Undertakings Involved

The Acquirer

5. Liberty Globa l is a Delaware Corporation listed on the NASDAQ. LGIV,

which is a wholly owned subsidiary of Libe rty Global, is an investment

portfolio operated by Chellomedia consisting of both content and

platform investments. Apart from John C. Malone (the Chairman of

Liberty Global) who owns […]% of the voting stock, only two other

shareholders own more than 5 per cent of the voting st ock of Liberty

Global: (i) Janus Capital Management LLC, which owns […] per cent;

and (ii) Orbis Investment Management Limited & Orbis Asset

Management Limited, which owns […] per ce nt.

6. Liberty Global is a leading international communications and media

operator, with operations focused in two principal sectors: (i) the

operation of communications netwo rks (primarily cable television