UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 7, 2013
Liberty Global, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-51360 | 20-2197030 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification #) | ||
12300 Liberty Boulevard Englewood, CO 80112
(Address of Principal Executive Office)
(303) 220-6600
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
As previously reported, on February 5, 2013, Liberty Global, Inc. (“Liberty Global”), a Delaware corporation, Virgin Media Inc.(“Virgin Media”), a Delaware corporation, Liberty Global Corporation Limited (“New Liberty Global”) (formerly, Lynx Europe Limited), a private limited company incorporated under English law and wholly-owned subsidiary of Liberty Global, and certain other wholly-owned subsidiaries of Liberty Global, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, Liberty Global and Virgin Media will become wholly-owned subsidiaries of New Liberty Global as a result of certain mergers (the “Mergers”) as provided for in the Merger Agreement.
On March 7, 2013, New Liberty Global filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (Registration No. 333-187100) (the “Registration Statement”), relating to ordinary shares of New Liberty Global to be issued in connection with the Mergers. The Registration Statement also includes the preliminary joint proxy statement of Liberty Global and Virgin Media relating to the special stockholder meetings to be held by Liberty Global and Virgin Media to approve the Mergers, and constitutes a prospectus of New Liberty Global. The Registration Statement has not been declared effective and the information set forth therein (including, without limitation, the preliminary joint proxy statement/prospectus) is subject to change. Investors and security holders can obtain free copies of the Registration Statement through the web site maintained by the SEC at www.sec.gov, and also through Liberty Global's website at www.lgi.com.
Additional Information
Nothing in this report (or incorporated or referenced herein, including, without limitation, the Registration or the joint proxy statement/prospectus forming a part thereof) shall constitute a solicitation to buy or subscribe for or an offer to sell any securities of Liberty Global, Virgin Media or New Liberty Global. In connection with the Mergers, New Liberty Global filed with the SEC the Registration Statement, which includes the preliminary joint proxy statement of Liberty Global and Virgin Media and that also constitutes a prospectus of New Liberty Global. The information in the preliminary joint proxy statement/prospectus is not complete and may be changed. The definitive joint proxy statement/prospectus will be mailed to stockholders of Liberty Global and Virgin Media after the Registration Statement is declared effective by the SEC. STOCKHOLDERS OF LIBERTY GLOBAL AND VIRGIN MEDIA ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) REGARDING THE MERGERS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain a free copy of the registration statement and joint proxy statement/prospectus, as well as other filings containing information about Liberty Global, Virgin Media and New Liberty Global, without charge, at the SEC's Internet site (www.sec.gov).
Copies of the registration statement and joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by directing a request to Liberty Global, Inc., 12300 Liberty Boulevard, Englewood, Colorado, 80112, USA, Attention: Investor Relations, Telephone: +1 303 220 6600, or to Virgin Media Limited, Communications House, Bartley Wood Business Park, Bartley Way, Hook, RG27 9UP, United Kingdom, Attn: Investor Relations Department, Telephone +44 (0) 1256 753037.
The respective directors and executive officers of Liberty Global and Virgin Media and other persons may be deemed to be participants in the solicitation of proxies in respect of the Mergers. Information regarding Liberty Global's directors and executive officers is available in its proxy statement filed with the SEC by Liberty Global on April 27, 2012, and information regarding Virgin Media's directors and executive officers is available in its proxy statement filed with the SEC by Virgin Media on April 30, 2012. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LIBERTY GLOBAL, INC. | ||
By: | /s/ RANDY L. LAZZELL | |
Randy L. Lazzell | ||
Vice President | ||
Date: March 7, 2013
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