Liberty Global plans Ziggo Group spin-off for Q2 2027
Management expects synergies well in excess of €1 billion and says the combined group will realize over $700 million in tax assets.
Sentiment and the balance of points
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Form Type
425
Rhea-AI Filing Summary
Liberty Global plans to combine its VodafoneZiggo and Telenet interests in Ziggo Group, list the new holding company on Euronext Amsterdam and spin its equity interest to shareholders in Q2 2027. It expects to file confidential initial prospectuses with the SEC and AFM in December. Management expects synergies well in excess of €1 billion and says the combined structure will realize over $700 million in tax assets. A VodafoneZiggo towers sale expected to close imminently is expected to deliver €670 million in gross proceeds for deleveraging; the Wyre sell-down is expected to take Telenet leverage to 4.5x.
In Q3, VodafoneZiggo reported 12,000 broadband net adds, 31,000 mobile postpaid additions and 1% fixed ARPU growth; adjusted EBITDA declined 6.9%, in line with guidance. Telenet reported 4,000 broadband net adds and about 4,000 residential mobile net adds. Management reiterated a €500 million equity free cash flow target for 2028.
0 points · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Moderate pointVodafoneZiggo adjusted EBITDA declined 6.9% in Q3.
Key Figures
Expected synergies: Well in excess of €1 billion
Tax assets: Over $700 million
Gross tower-sale proceeds: €670 million
+5 more
8 metrics
Expected synergies
Well in excess of €1 billion
Combined Ziggo Group structure
Tax assets
Over $700 million
To be realized in the combined group structure
Gross tower-sale proceeds
€670 million
VodafoneZiggo towers sale, expected to close imminently
Broadband net adds
12,000 subscribers
VodafoneZiggo, Q3
Mobile postpaid additions
31,000 subscribers
VodafoneZiggo, Q3
Fixed ARPU change
1% improvement
VodafoneZiggo, Q3
Adjusted EBITDA change
6.9% decline
VodafoneZiggo, Q3
Equity free cash flow target
€500 million
2028 target
Key Terms
DOCSIS 4.0, HFC networks, fixed ARPU, Adjusted EBITDA less P&E Additions, +1 more
5 terms
DOCSIS 4.0 technical
"DOCSIS 4.0 which is now delivering 4- and 8-gigabit speeds today"
DOCSIS 4.0 is the latest technical standard for cable internet that enables providers to deliver much faster, more reliable and more symmetric upload and download speeds over existing coaxial networks, while reducing delays and improving security. For investors it matters because it can unlock higher-value services and customer growth without full network replacement, but also implies capital spending and competitive shifts—think of it as widening a highway to carry more, faster traffic.
HFC networks technical
"validates both the quality of our HFC networks"
fixed ARPU financial
"fixed ARPU improved 1% despite lower front-book pricing"
Adjusted EBITDA less P&E Additions financial
"Adjusted EBITDA less P&E Additions also continued to be impacted"
equity free cash flow financial
"€500 million of equity free cash flow in 2028"
Equity free cash flow is the amount of cash a company generates that is available to pay shareholders after it pays operating costs, reinvests in the business, and handles debt-related payments and borrowings. Think of it as the household money left over after paying bills, fixing the house, and settling loans—funds that could be used for dividends, share buybacks, or retained for future needs. Investors use it to judge how much real cash a company can return to owners and to value a stock.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What synergies does Liberty Global expect from the planned LBTYA Ziggo Group spin-off?
Management expects synergies to be well in excess of €1 billion and says the combined group structure will realize over $700 million in tax assets.
Will Liberty Global put cash into Ziggo Group before the spin-off?
Michael T. Fries, Liberty Global's Chairman and CEO, said the company would not put cash into telecom assets to reduce debt or support operations. He said a contribution to the spin-off might be considered only if it effectively amounted to a dividend to shareholders, but that possibility was not on the table.
AI-generated analysis. How Rhea-AI works. Not financial advice.
1 The following is an excerpt of a transcript of an earnings presentation by Liberty Global Ltd.’s Chief Executive Officer, Michael T. Fries, and Chief Financial Officer Charles H.R. Bracken, held on November 3, 2026. CORPORATE PARTICIPANTS Mike Fries Liberty Global Ltd. – Chairman & CEO Charlie Bracken Liberty Global Ltd. – Executive VP & CFO Lutz Schüler Virgin Media O2 – CEO Stephen van Rooyen VodafoneZiggo, Ziggo Group – CEO CHIEF EXECUTIVE OFFICER EARNIGNS STRATEGY UPDATE & OPERATIONS UPDATE SECTION Michael T. Fries Liberty Global Ltd. – Chairman &CEO So let’s dive into the Ziggo Group spin-off and the progress we’ve made thus far on slide six. First of all, I’m excited about the leadership team, how could I not be? Stephen has done an incredible job at VodafoneZiggo, of course, and he has built a great team at Ziggo Group. Jany Fruytier is familiar to many of you I hope as the CFO of Sunrise, by the way before, during and after that successful spin. He’s actually Dutch, and has returned to Amsterdam as CFO of Ziggo Group to work with Liberty on the pre-spin process and, importantly, execute the synergies. And Rocio Lorenzo was a very senior executive at Liberty Latin America, most recently running the Panama business. She just started this week as CEO of Telenet, replacing John Porter, who as you saw has announced his retirement after over thirty years, outstanding years with me and Liberty. John will be around till year-end and undoubtedly an important source of advice for us going forward. Now, of course, there are a host of other senior executives rounding out a very strong Ziggo Group team. It all starts with the people on the ground and from that point of view we are in very, very good shape. We have continuously updated you on all of those building blocks, so let’s cover a few more. First of all, we have finalized a lead banking team. Goldman Sachs, BNP Paribas and ABN AMRO are all going to do an outstanding job for us. They provide really strong Filed by: Liberty Global Ltd. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Liberty Global Ltd. Commission File No. 001-35961 Date: November 3, 2026
2 coverage across all equity markets and each of them remains very encouraged and positive about both the deal and the timing. Second, we can report that due to several factors, we will realize over $700 million in tax assets in the combined group structure. Those tax benefits will constitute a significant part of the synergies, which are now expected to be well in excess of €1 billion. That’s the target we previously provided. Third, the deleveraging of Ziggo Group continues. The sale of the VodafoneZiggo towers is expected to close imminently delivering gross proceeds of €670 million that will delever VodafoneZiggo, and the Wyre sell-down will further deleverage Telenet to 4.5x. Finally, we expect to be filing initial, confidential prospectuses with both the SEC and AFM in December, next month, which should provide more than enough time to meet the Q2 2027 spin timing. As you can see, this is a full-court press, inspired in part by the confidence we see in the businesses themselves, but also by that sum-of-the-parts chart that I just showed you. Which is a great segue to the next slide, highlighting the operating progress in Ziggo Group’s biggest market — the Netherlands. VodafoneZiggo is becoming a much, much stronger competitor in this market. That much should be clear to everybody. Revenue is back to growth for the first time since 2024 with the best broadband results since 2019. Perhaps the most exciting recent development is the world’s first major launch of DOCSIS 4.0 which is now delivering 4- and 8-gigabit speeds today and will ultimately reach 8 million homes. This strategy, I have to say, validates both the quality of our HFC networks and the decision not to build fiber in this market. DOCSIS 4.0 future-proofs the network for any demand scenarios, DOCSIS 4.0 avoids disruption to customers and communities since we’re not digging up streets, and DOCSIS 4.0 costs 10 times less than building fiber. That means we’re achieving this network-wide transformation, best-in-market speeds, within the current capex envelope. And that’s going to provide greater flexibility for future capital allocation decisions around leverage and dividends post-spin. Now, moving to actual operating results for the Netherlands and Belgium on slide eight, you’ll see on the left-hand side what I’ve already said, that VodafoneZiggo continues to deliver strong and improving broadband performance with 12,000 net adds and its best quarterly result in over seven years. That was helped in part by an expanded footprint, but also by new loyalty programs that are making a big difference.
3 Meanwhile, fixed ARPU improved 1% despite lower front-book pricing, because we saw price indexation kick in and an ESPN surcharge, because Dutch football is now available on all TV packages. Mobile postpaid additions were strong, 31,000 in the quarter, now that’s driven by a renewed tenure-based loyalty program, I think that’s a very positive move for Stephen, with strong early customer engagement, a new FMC proposition and faster broadband speeds. Telenet also had a good quarter with 4,000 broadband net adds supported by strong BASE FMC growth. And residential mobile of about 4,000 net adds, now that’s driven by premium handsets and a new mobile promotion on 15 GB tariffs. This is just the sort of momentum you want to see from both of these businesses going into Q4 and 2027. *** Charlie Bracken Liberty Global Ltd. — Executive VP & CFO *** At Ziggo Group, the balance sheet is supported by a long-dated maturity profile, with no material maturities expected until 2029. Deleveraging across the Ziggo Group credit silos remains on track, as we’ve demonstrated with the recently announced towers sale. The next slide sets out the Q3 financial results for VodafoneZiggo and Telenet. VodafoneZiggo returned to positive revenue growth for the first time since 2024 supported by price indexation, the ESPN surcharge and customer growth, which more than offset the pressure from front-book repricing and lower B2B mobile revenues. Adjusted EBITDA declined 6.9%, in line with our guidance, reflecting the in-year impact of the ‘How We Win Plan’ and budgeted one-off investments in network resilience and security. Adjusted EBITDA less P&E Additions also continued to be impacted by the one-off investments, reflected in higher capex during the quarter. At Telenet, revenue was broadly stable, supported by higher Wyre TSA revenues, increased handset sales and higher programming revenues associated with the new Jupiler Pro League agreement with DAZN. Adjusted EBITDA declined, mainly due to lower subscription revenues and higher programming costs related to the new DAZN deal. Adjusted EBITDA less P&E Additions benefited from capex phasing and lower 5G capex spend. ─────────────────────────────────────────────────────── QUESTIONS AND ANSWERS
4 ─────────────────────────────────────────────────────── James Edmund Ratzer, New Street Research LLP Yes, good afternoon. Thank you for taking the question. I mean, hard to keep it to just one question, but the one I have today for Mike, for equity holders in Liberty Global you've made a pretty powerful statement today that you would put no cash from the TopCo into the telecom asset. So, just to kind of reconfirm that, I was wondering if I could kind of stress test two potential scenarios. One is you know, it becomes clear before the Ziggo Group spin actually happens, that it’s going to be difficult to reach 4.5x leverage target. And the second one is, given where the Virgin Media bonds are trading, clearly everyone on the credit side is expecting some kind of debt restructuring to happen there. So, you know there could be an amend and extend proposal. That can often involve sponsors potentially putting capital into companies as part of that process. So, just to be crystal clear, could you kind of confirm that in either of those two scenarios, you still wouldn't be putting any cash from the corporate company down into the telecom assets? ─────────────────────────────────────────────────────── Mike Fries, Liberty Global Ltd. – Chairman & CEO Yeah, in the first instance, and we stand by the statement obviously, and I think it’s the right thing us, the right position for us to have. In the first example, where there is a spin off pending, and as I mentioned about that spin off, it's happening – I should make that clear again – it’s happening. We’re not waiting for all the stars to align, there's no need to wait for all the stars to align with the stock where it is today – it’s all good. So, it's happening. Now, the only reason we would consider potentially putting money into a spin-off, not into the company to reduce or to keep it humming on any other basis, is it’s essentially a dividend to shareholders. In the case of Sunrise, we put money in there, but that was effectively a dividend to shareholders, tax free. So, it was as if we were handing cash to shareholders. That is a different scenario, that's a very optimistic, positive moment where we are unlocking value, unleashing value for shareholders – we may think about that. But that is
5 not on the table because I think this business is trending in a manner that it doesn’t require any boost or kick in the pants. *** ─────────────────────────────────────────────────────── James Ratzer, New Street Research LLP On that point Mike, given you are trying to steer the market to value the Ziggo Group on a cash flow yield basis, wouldn't cash in the Ziggo Group, on a cash flow yield basis, be valued at a lower value, than cash that sits at the corporate company? So, I’m wondering why you would consider doing that? ─────────────────────────────────────────────────────── Mike Fries, Liberty Global Ltd. – Chairman & CEO You're right, and that's why it's not a very likely scenario. The only reason might be that the yield itself would come down. So, if the business is trading at a certain leverage ratio, the yield might be closer to KPN’s yield at 5%, right? Sunrise’s is up at 10 or 12%. To me, it’s less about the actual economic result or accounting result within the P&L or the balance sheet, it's about market perception of what is the right free cash flow yield. Having said that, trust me, this spin-off – absent some force majeure we can't control – is happening. Shareholders will have a share of stock with Ziggo Group written on it, in the second quarter. And they’ll value it where they choose to value it. The main answer is, we don't think it's necessary, we’re probably unlikely to do it, but you should perceive it as a ‘if it were ever to happen’ as a very positive day, very happy day, for investors and only on that basis would we consider it. ─────────────────────────────────────────────────────── James Ratzer, New Street Research LLP And would there be any kind of threshold that would make you consider that? Because I think this is an important scenario for shareholders to consider. So, I’m just trying to think about what could be those variables that might make you put a cash dividend into the Ziggo Group before the spin. ─────────────────────────────────────────────────────── Mike Fries, Liberty Global Ltd. – Chairman & CEO
6 I don’t want to get into those, James. Appreciate the question, it’s the right one, but I don't think it's appropriate for us to get into all those now. We’ve got a Capital Markets Day, we’ve got 6 to 8 months to see how this unfolds. You’re going to have plenty of time, I think, to run the scenarios. That would be my response. ─────────────────────────────────────────────────────── Polo Tang, UBS, Research Division Yeah, hi. It's a question for Stephen. In terms of VodafoneZiggo operationally, the company is seeing a turnaround, that's clear. Can you maybe talk to the deleveraging profile and the moving parts to get to 4.5x leverage from 6x currently? I think most investors in terms of their maths, they can only get down to around about five times. Then can you also talk about the bridge and the moving parts get to €500 million of equity free cash flow in 2028? And is this number - €500 million - sustainable longer term given you’ve got longer term debt maturities, but the bond yields are higher than your current cost of financing. *** ─────────────────────────────────────────────────────── Charlie Bracken, Liberty Global Ltd. - Executive VP & CFO Stephen, you're the master who's driving all this. But first of all, you know, we've given this medium-term target. We're going through a detailed budgeting process. Mike just indicated that our synergies are actually looking substantially higher than the €1 billion we told you about, but we’re just not in a position to give you the integrated numbers. But you should assume that we see a roadmap to the 4.5x and the €500 million. So, you should assume that’s there. You know, in terms of the actual details and the bridge, clearly there'll be some EBITDA turnaround. I think that's been pretty clear. And Stephen has set the foundations. I think he's guided there's a very strong chance of EBITDA growth next year. But let's wait for the final budgeting and synergies to come through so we can give you the exact number there. We're still getting our feet. We've just started on what the final plan is for Telenet. But based on the plan we have today, we feel pretty good about that. And then in terms of the cash flow, you know, I think we've indicated these synergies are pretty material and would underpin a big part of that €500 million.
7 So, I'm not trying to doubt the question, but I think it's a little bit early for us to give you a line-by-line bridge. But, I can assure you, you will be seeing that in the Capital Markets Day come whenever it is and we recognize that's a key question on everyone's mind. ─────────────────────────────────────────────────────── Mike Fries, Liberty Global Ltd. – Chairman & CEO Yeah, and capex reduction, particularly at Telenet where the mobile upgrade is complete, then you're going to see a big turn around in free cash flow in ‘27 and ‘28 at Telenet. That's a big chunk of the €500 million. Stephen, we didn't give you a chance to say anything there. Do you want to add anything? ─────────────────────────────────────────────────────── Stephen van Rooyen, VodafoneZiggo, Ziggo Group – CEO Thanks Polo, for the question. I think it was handled pretty well by Charlie. I would re- emphasize as you've seen our turn around take root through this year, my expectation is that the financials, which are a lagging indicator for the commercials, start flowing through next year. So, trying to deal with the budgeting process, but I fully expect us to see the EBITDA line start improving, which goes, in some way, alongside the synergies towards getting to that target. ─────────────────────────────────────────────────────── Joshua Andrew Mills, BNP Paribas Exane, Research Division Hi, guys. Thank you for the questions. First one is for Stephen. Obviously, a lot of the focus this year has been about turning around the negative subscriber trends in broadband, which you've now done for two quarters in a row. I was just wondering if you can comment a bit about how you think about the balance between value and volume in commercial strategies as you push into next year. You've raised prices already de facto by putting the ESPN product in. Is that the kind of pricing move, we should expect to see more of going forwards? Or do you still believe that volume gains and the necessary price discounts which they entail would be a focus? ***
8 ─────────────────────────────────────────────────────── Stephen van Rooyen, VodafoneZiggo, Ziggo Group – CEO Yeah, so let me see if I can respond to the first part of your question and hand to Lutz for the second. Look, you're right, we have spent the balance of the last 18 months focusing on getting the decay in the broadband base, which contributes significantly to the financials, back to positive growth. And we've achieved that for two quarters in a row, and, my expectation is, we'll be able to continue to see that for a while. Our plan longer term is, once we're in positive territory – which we're in – is to sustain it at a reasonable level. I mean, the market's mature, there's only so much growth that comes from the market. And so, getting positive and staying positive is where we like to play. I think a healthy business is a growing business. Having said that, I think you'll see a lot more focus on working on yield. A couple of things on that. Number one is, we'll be lapping the repricing that we did, pretty soon. We put that through almost two years ago now, so that'll trade out of the numbers. We've introduced the highest speeds. We’ve got tiering plans on the highest speeds, which come at a slightly better yield. We have further plans, like the one that we've executed for ESPN, to find new ways of growing revenue through our existing base. And you see that in the fixed ARPU that you've got that we delivered today, we've been able to execute the repricing change, as well as getting back to growth without disturbing ARPUs as much as most people would have expected when we put through an entire repricing. So, I see more of a balance coming between the volume, which we have now achieved, and positive volume growth which we've achieved and managing the financials through the product portfolio that we have and I think more that we can do on optimizing the product portfolio that we've got.
No Offer to Sell or Solicit This communication is not an offer to sell or a solicitation of offers to purchase or subscribe for shares or a solicitation of any vote or approval. Copies of this document may not be sent to, distributed in or sent from jurisdictions in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction and there shall be no sale of securities in any such jurisdiction. This communication is only addressed to and directed at specific addressees who: (A) if in member states of the European Economic Area (the EEA), are people who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) (the Prospectus Regulation) (“Qualified Investors”); and (B) if in the U.K., are “qualified investors” as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 who are: (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order); (ii) persons falling within Article 43(2) of the Order; or (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (C) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (as amended)) in connection with the sale of any securities of the Company or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons referred to in (B) and (C) being Relevant Persons). This communication must not be acted on or relied on (i) in the U.K., by persons who are not Relevant Persons and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment activity to which this communication relates (i) in the U.K. is available only to, and may be engaged in only with, Relevant Persons; and (ii) in any member state of the EEA is available only to, and may be engaged only with, Qualified Investors. This communication is an advertisement for the purposes of Article 22 of the Prospectus Regulation (EU) 2017/1129 (as amended). It is not a prospectus. Although a prospectus is expected to be published in due course in connection with the proposed listing and admission to trading on Euronext Amsterdam of Ziggo Group, no action has been undertaken or will be undertaken with respect to the member States of the European Economic Area to make an offer to the public of the securities referred to herein requiring the publication of a prospectus in any relevant member State. A copy of any prospectus published by Ziggo Group will, if approved and published, be made available for inspection on Liberty Global’s website at www.libertyglobal.com subject to certain access restrictions. Additional Information and Where to Find It This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. As previously announced, Liberty Global intends to combine its interests in VodafoneZiggo and Telenet into a new holding company to be named Ziggo Group, with Liberty Global planning to list Ziggo Group on Euronext Amsterdam and to spin off its equity interest in Ziggo Group to Liberty Global shareholders (the “Transaction”). In connection with the Transaction, a registration statement on Form F-4 that will include a preliminary proxy statement (the “Proxy Statement/Prospectus”) will be filed and mailed to the Liberty Global shareholders. LIBERTY GLOBAL SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE
THEREIN AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT LIBERTY GLOBAL AND ZIGGO GROUP WILL FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. Liberty Global shareholders and investors may obtain free copies of the Proxy Statement/Prospectus and other relevant materials (when they become available) and other documents filed by Liberty Global and Ziggo Group at the SEC’s website at www.sec.gov. Copies of the Proxy Statement/Prospectus (and other relevant materials when they become available) and the filings that will be incorporated by reference therein may also be obtained, without charge, by contacting Liberty Global’s Investor Relations at ir@libertyglobal.com or +1 (303) 220-6600. Participants in the Solicitation Liberty Global and its directors, executive officers and certain employees, may be deemed, under rules of the SEC, to be participants in the solicitation of proxies in respect of the proposed Transaction. Information regarding Liberty Global’s directors and executive officers is set forth in Liberty Global’s filings with the SEC. 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 Proxy Statement/Prospectus and other relevant materials to be filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above. Forward Looking Statements This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Transaction, the listing of the Ziggo Group shares for trading on a regulated market operated by Euronext Amsterdam N.V. (“Euronext Amsterdam”) and other information and statements that are not historical fact. These forward-looking statements are subject to certain risks and uncertainties, some of which are beyond our control, that could cause actual results to differ materially from those expressed or implied by these statements. Such risks and uncertainties include the risk that we do not receive shareholder approval for the Transaction and/or related matters, our ability to satisfy the other conditions to the Transaction on the expected timeframe or at all, the approval of the shares of Ziggo Group for listing on Euronext Amsterdam and the development of a trading market for them, the Liberty Global Board of Directors’ discretion to decide not to complete the Transaction for any reason, our ability to realize the expected benefits from the Transaction, unanticipated difficulties or costs in connection with the Transaction, Ziggo Group’s ability to successfully operate as an independent public company and maintain its relationships with material counterparties after the Transaction and other factors detailed from time to time in our filings with the Securities and Exchange Commission, including our most recently filed annual report on Form 10-K, as it may be supplemented from time to time by our quarterly reports and other subsequent filings. These forward-looking statements speak only as of the date hereof. We expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. You are cautioned not to place undue reliance on any forward-looking statement.