ISS: Liberty shareholders should vote for Bermuda redomicile proposals

Liberty Global announced 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 Liberty Global’s 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 and reduce administrative expenses and burdens, while preserving strong accountability and corporate governance. In its report, 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. 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.