Fried Frank has advised ntl Incorporated on UK and US aspects of the recommended cash offer for Virgin Mobile, which was announced today.
The offer to acquire the entire issued and to be issued share capital of Virgin Mobile will be implemented by way of a scheme of arrangement. The cash offer values the company at approximately £962.4 million. In addition, ntl has entered into a 30 year exclusive brand license with Virgin Enterprises Limited for the use of the Virgin brand for ntl's consumer business.
Bryan Hall, General Counsel of ntl said, “We are very pleased with the outstanding levels of service provided by our two law firms on this deal, Fried Frank and Ashurst. Many novel issues were raised both under UK law and US law and with their help we were able to navigate through some very narrow channels and very choppy waters! I would like to commend Robert Mollen and Jerry Walter of Fried Frank's London office and Robert Ogilvy Watson and Clive Tucker of Ashursts and their respective teams for an incredible amount of persistence and imagination in getting us to this point."
Corporate partners Arthur Fleischer Jr., Robert Mollen and Jerry Walter, with assistance from Karen Wiedemann, led the Fried Frank team, assisted by corporate associates Jonathan Woolf, Jill Concannon, George Gordon, Rebecca Sharpe and Trevor Ingram. The financing team for the transaction was headed by Tim Peterson, with assistance from Jonathan Bloom and Robert McBride. Additional advice was provided by tax partners Keith Featherstone and Robert Gaut, employment and pensions associate Pam Loch and real estate specialist Stephen John.
Ashurst acted as co-counsel to ntl on certain UK aspects of the transaction.
Goldman Sachs & Co. acted as financial advisor to ntl.
Morgan Stanley & Co. Limited acted as financial advisor to Virgin Mobile.
Allen & Overy LLP acted as counsel to the Independent Board of Virgin Mobile.
Herbert Smith LLP acted as counsel to Virgin Group Investments Limited.