Candover acquires Norwegian cable TV operator UPC Norway from Liberty Global for an enterprise value of €450 million.

Candover, a leading European buyout specialist, today announces that it has signed an agreement to acquire Norwegian cable TV operator UPC Norway (“UPCN”), from Liberty Global for an enterprise value of €450 million. This is the first investment to be made from the €3.5bn Candover 2005 Fund, which had its final closing in November 2005.

Equity funding will be provided by the Candover 2005 Fund and management, with debt and mezzanine financing by Credit Suisse First Boston (“CSFB”). The acquisition is conditional upon regulatory approval and is expected to complete in late January 2006.

UPCN is a leading cable company in Norway servicing 350,000 homes in Oslo and the major cities of Southern Norway. The Company serves its customers with a unique triple play offering combining television, telephony services and high speed broadband internet. UPCN has upgraded a significant portion of its network to an advanced fibre and coax infrastructure. Under the new ownership, the Company will complete the upgrade of its network. UPCN is headquartered in Oslo and employs 323 people.

Candover is backing an experienced management team with an accumulated 55 years of industry experience. Gunnar Evensen, CEO of UPC Norway, commented:

“We are delighted to be working with Candover. We have ambitious plans to grow our business and are very pleased to have a partner that will help us to perpetuate our position as the pre-eminent triple play provider in Norway. We are committed to ensuring our customers get a high value added service over the years ahead”.

Commenting on the transaction, Candover Director John Arney, said:

“We are delighted to be backing Gunnar Evensen and his team to continue the impressive growth achieved by UPCN over the last few years. UPCN occupies an enviable market position and we intend to invest further to upgrade the network, and expand the multimedia and data communication services offered to UPCN’s customers”.

Candover has established a strong presence in the Nordic region through investments such as Thule in Sweden, the world leader in sports utility transportation, and oilfield services provider Vetco Aibel in Norway. Candover’s European investments in communications and media distribution include Crown Castle International Corporation, Kabel Deutschland and ONO.

The Candover team was led by John Arney and Julian Delano, Directors and Simon Holden, Investment Manager.

Candover was advised on the transaction by Castlegreen Partners and CSFB (M&A), Clifford Chance and Steenstrup Stordrange (legal), Deloitte & Touche (financial and commercial), and Hardiman Telecommunications (network).