Liberty Global has entered into a definitive agreement with Vodafone Group to acquire Vodafone’s 50 per cent shareholding in their Dutch telecommunications joint venture, VodafoneZiggo.

Under the terms of the agreement, Vodafone will receive €1.0 billion in cash and a 10 per cent stake in a new Benelux company to be named Ziggo Group which will hold Liberty Global’s interests in VodafoneZiggo and Telenet in Belgium.

Both VodafoneZiggo and Telenet will continue to operate under their current brands and credit silos, with their experienced management teams focused on delivering their respective strategic growth plans.

The transaction will enable Liberty Global to fully unlock the value of its Benelux operating businesses for shareholders, supported by plans to list Ziggo Group locally in 2027 on Euronext in Amsterdam and to spin-off the 90 per cent held by Liberty Global to its shareholders. In addition, Liberty Global and Vodafone Group have entered into long-term service agreements relating to VodafoneZiggo, ensuring continued operational alignment and stability throughout the transition.

Mike Fries, Chairman and CEO of Liberty Global, said: “This transaction marks a significant milestone in our decades-long commitment to the Benelux region and is fully aligned with our strategy of unlocking long-term value for shareholders. By combining these assets, we are creating a regional powerhouse comprised of two converged national FMC champions operating in rational markets — an attractive platform with strong prospects for sustained free-cash-flow generation. We are excited about giving shareholders the opportunity to participate directly in Ziggo Group’s future growth and value creation.”

Highlights of the transaction include:

• Attractive equity story: Provides direct exposure to leading regional telecoms operators, with strong potential for meaningful free cash flow generation, targeting combined Adj FCF of ~€500 million by 2028E.

• Synergies: Expected to deliver synergies (financial and operational) and incremental services with a combined NPV of €1bn (net of integration).

• Deleveraging roadmap: to ~4.5x by 2028E supported by mid-term Adj EBITDA growth, Adj FCF generation, ECM optionality and asset sales. Liberty Global is in the process of selling ~50 per cent of its stake in Wyre, with proceeds earmarked to support deleveraging of Telenet. The remaining stake in Wyre will be retained 100 per cent by Liberty Global.

• Consumer benefits: Ongoing investment LLPand innovation will continue to benefit consumers in the Netherlands and Belgium, with increased scale strengthening the ability to develop and deliver cutting-edge products and services.

• Broader investor base: The planned spin creates an opportunity to broaden and deepen the investor base by establishing two distinct, simplified and compelling investment profiles — one for Ziggo Group and one for Liberty Global, as it did with the spin-off of Sunrise in late 2024.

The acquisition is expected to close in the second half of 2026, subject to regulatory approvals.

A separate deal will see InfraVia, Liberty Global and Telefónica acquire Substantial Group for £2 billion (€2.3bn) through their existing joint venture, nexfibre

Founded in 2019, Substantial Group, owned by investors Advencap, DigitalBridge and Soho Square Capital, is the UK’s second largest alternative fibre provider, expected to have more than 3.4 million fibre premises and over 500,000 customers by completion. The acquisition will be made by the parties’ joint venture company, nexfibre, and will unlock £3.5 billion of investment in the UK market.

The combination of nexfibre, Substantial Group’s fibre network (Netomnia) and the customers on 2.1 million Virgin Media O2 premises (which will be upgraded to fibre by nexfibre), will create a scaled, financially secure challenger to BT Openreach, with a full fibre footprint of around 8 million premises by the end of 2027. When combined with the growing fibre footprint of Virgin Media O2, co-owned by Liberty Global and Telefónica, the two networks will collectively reach 20 million premises and give internet service providers a highly attractive wholesale alternative to the incumbent.

Infravia, Liberty Global and Telefónica are committing £1 billion in new net funding for nexfibre to fund the transaction – made up of £850 million from Infravia and £150 million jointly from Liberty Global and Telefónica, with Virgin Media O2 committing traffic on 4.6 million overlapping and adjacent homes.

In a joint statement, Vincent Levita, Founder & CEO, InfraVia Capital Partners, Mike Fries, Chairman & CEO, Liberty Global and Marc Murtra, Chairman & CEO, Telefónica said: “By bringing our strengths together, we are creating a scaled and financially secure wholesale fibre challenger to BT Openreach – one that will enhance competition, strengthen the UK’s digital infrastructure and deliver greater choice and quality for consumers and businesses.

“This transaction unlocks £3.5 billion in international investment and reflects our shared confidence in the UK as a highly attractive market for long-term investment, supported by the government’s economic policies. We are committed to accelerating full-fibre coverage and helping ensure the UK remains competitive and ready for the future.”

Rajiv Datta, CEO, nexfibre said: “This transaction creates the largest alternative fibre platform in the UK, establishing the foundation for much-needed altnet consolidation, and sustainable wholesale competition. It will help drive innovation and deliver the economic and societal benefits that full fibre connectivity makes possible.”

Jeremy Chelot, Group CEO, Substantial Group, said: “This landmark transaction with nexfibre represents the natural evolution of the UK’s fibre market. Consolidation has been inevitable, and this deal creates the scaled, sustainable platform needed to drive genuine wholesale competition. Importantly, our retail brand, YouFibre, will remain post-close, ensuring our customers continue to receive the same trusted service they know today, while benefiting from the financial strength and infrastructure scale this combination delivers. This is about building a stronger future for UK fibre.”

Key elements of the transaction:

• Nexfor is acquiring Substantial Group comprising currently of ~3 million premises (Netomnia) and a customer base of ~450,000 (expected to rise to over 3.4 million premises and more than 500,000 customers by closing) for an Enterprise Value of £2 billion.

• nexfibre will sell Substantial Group’s retail business, including the YouFibre and Brsk brands, to Virgin Media O2 for £150 million ensuring customers continue to receive the same trusted service they know today.

• nexfibre to finance the fibre upgrade of the 2.1 million VMO2 HFC homes (that are adjacent to the Netomnia footprint) with VMO2 paying wholesale fibre access fees on its customers in those homes as the fibre becomes available (with the majority expected to be ready by the end of 2027).

• VMO2 to pay wholesale fibre access fees on its customers within the 2.5 million VMO2 homes that overlap the Netomnia fibre footprint, to begin at closing.

• In exchange for the wholesale traffic commitment on the 4.6 million premises, Virgin Media O2 to receive 1) c. £1.1 billion in cash and 2) an indirect 15 per cent stake in nexfibre,

• The vast majority of the proceeds will be available for deleveraging and the £150 million to finance the purchase of Substantial Group’s 500,000 customer base.

• VMO2 to provide full suite of managed services to nexfibre – including construction – in return for ongoing management and construction fees.

Completion of the transaction is subject to customary regulatory approvals and is expected by Q3 2026.

Meanwhile, Liberty Global has shown a strong rebound in revenue, with a consolidated total of $4.88 billion for the full year 2025, representing a 12.4 per cent year-over-year increase.

Fries commented: “In the fourth quarter, we continued to execute our plans to both drive commercial momentum in our telecom operations and unlock value for shareholders.”

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Categories: Articles, Broadband, Business, Cable, FTTH, M&A, Telco

Tags: altnet, InfraVia, Liberty Global, Netomnia, Substantial Group, telefonica, VMO2, VodafoneZiggo