Proxy advisory firm ISS backs Liberty Global’s move to Bermuda
Liberty Global plc announced today that independent proxy advisory firm Institutional Shareholder Services has recommended that Liberty Global’s shareholders vote for all of the company’s proposals in connection with its intention to change the jurisdiction of incorporation of the parent company of the Liberty Global group from England & Wales to Bermuda.
The ISS recommendation follows a similar recommendation from independent proxy advisory firm Glass, Lewis & Co.
The board of directors of Liberty Global is recommending that shareholders support its proposal to redomicile to Bermuda to facilitate value-enhancing transactions (such as buybacks, dividends, spin-offs, divestitures and acquisitions) and reduce administrative expenses and burdens while preserving strong accountability and corporate governance.
In its report, Liberty Global said, ISS concluded that “the strategic rationale for the transaction … appears sound”, noting that the transaction is expected to result in “reduced administrative burdens to consummate various value-enhancing transactions” and “material long-term cost savings”.
ISS also highlighted certain shareholder protections, including “bylaw provisions to protect unaffiliated shareholders under certain related-party transactions” and “the reduction in voting requirements to effect certain M&A transactions” as reasons to support the proposal, Liberty Global said.
The redomiciliation would change the jurisdiction of incorporation and governing documents of the parent company, but would have no effect on Liberty Global’s operations and subsidiaries, it said.
Liberty Global’s board of directors encourages shareholders to vote for all of the proposals related to the transaction.
The special meetings associated with the transaction are being held on July 13.
A yes vote has been described as unlikely by some analysts.
Redomiciliation would only occur after a complicated process involving a 75 per cent approval vote for each class of shareholders followed by two court actions.
Liberty Global said its businesses operate under some of the best-known consumer brands, including Virgin Media-O2 in Britain, VodafoneZiggo in the Netherlands, Telenet in Belgium, Sunrise in Switzerland, Virgin Media in Ireland and UPC in Slovakia.
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