Hamburg NTL to Acquire Australian Transmission Network

/ Announces Formation of Holding Company to Pursue InternationalOpportunities NEW YORK (ots-PRNewswire) - NTL Incorporated (Nasdaq: NTLI;Easdaq: NTLI.ED) announced today that the Commonwealth ofAustralia had accepted NTL's bid to own and operate theAustralian National Transmission Network ("NTN"). NTN operates from over 560 tower sites and provides exclusivetelevision and radio transmission services to Australia's onlynational TV and radio broadcasters, ABC and SBS. In addition,NTN serves regional and community TV and radio broadcasters, andprovides equipment hosting services to telecom operators andemergency service communications providers on its towers. NTN'scustomers include Telstra, WIN Television, Prime Television,Vodafone and Air Services Australia. NTN holds long termcontractual relationships with the majority of its customers. Under the terms of the acquisition agreement, NTL Australiawill purchase all of the shares of National Transmission Company(the entity which will hold all of the NTN assets) for anaggregate purchase price of approximately $650 million Australian($407 million U.S.). The closing is expected to occur early inthe second quarter of 1999. Commenting on today's announcement, Barclay Knapp, Presidentand CEO of NTL, said, "This acquisition marks the beginning of abright new era for our broadcast transmission and tower businessworldwide. NTL combines the best of two exciting businesses inthis space. The first is traditional tower site leasing, whichhas gained substantial visibility in the US in recent months.NTL's network of more than 1,300 sites in the UK providesvirtually total geographic coverage of the UK. Likewise, NTN's560 sites in Australia will give NTL a similar footprint of thepopulation centers in that country. "The second business, which is less well understood in theU.S., represents an enormous opportunity worldwide that NTL isnow leading. In addition to renting antenna space on its towers, NTL providesfull turn-key transmission services for three-fourths of thetelevision broadcasters in the UK, and now with the acquisitionof NTN, for all of the national television broadcasters inAustralia. NTL and NTN are responsible for virtually all aspectsof the television transmission to the television set, under longterm, high-value added contracts. Under these contracts, bothNTL and NTN own and operate the broadcast transmissioninfrastructure for their respective customers. "With NTN, NTL will be the only company in the world fullyresponsible for national television transmission in twocountries. Virtually every major country in the world outside ofthe U.S. will be privatizing their broadcast transmissionnetworks over the next several years as countries seek to gainfunds for the transition from analog to digital televisiontransmission. As the only company which will be performing theseservices in two of the most forward thinking developed countries,and with a history of operating broadcasting services for overforty years, NTL today has gained a significant leg up as theseprivatizations accelerate in Europe, Asia and elsewhere aroundthe globe. "NTL is uniquely positioned to capitalize on the two majortrends that will shape global broadcasting in the coming years:privatization and digitalization. NTL is the acknowledged leaderin delivering end-to-end digital television transmission systems.For some time, we have focused on creating partnerships withmajor broadcasters to design, build and operate complex digitaltelevision broadcast systems. Our strategy is simple -- totransfer our success in the UK to other countries. "The NTL transmission group has translated its capabilitiesinto significant revenue and EBITDA growth since itsprivatization in 1991. In addition, since our acquisition of thegroup in May 1996, we have doubled the size of our UK towerinventory to more than 1,300 towers. NTN offers us theopportunity to recreate this successful model in Australia and weplan this to be the first of many international opportunities forNTL." In a related transaction, NTL announced that on or about March31, 1999 and prior to the closing of the acquisition of NTN, NTLwill form a holding company under the Delaware Corporation Lawwhich will be the new publicly traded company of the NTL Group ofcompanies. Each share of NTL will be converted into a share inthe new holding company which will continue to trade on Nasdaqand Easdaq. NTL will become a wholly-owned subsidiary of the newholding company. Through other subsidiaries, the new holdingcompany will pursue opportunities outside the United Kingdom andthe Republic of Ireland; the first such investment will be NTN. NTL also announced that its board had approved the pursuit ofalternative corporate financial strategies with regard to itsbroadcasting and tower related opportunities. These strategiesare intended to provide the division with more flexibility topursue future opportunities and to illuminate the value of thoseassets, while leaving the cash flow from its UK operations withinNTL. NTL is a leading alternative telecommunications company in theUnited Kingdom. The company offers local business andresidential telephony, residential cable television and Internetservices over advanced broadband fiber networks in six majorfranchise areas in the UK. Through its national telecomsservices division, the company owns and operates one of only fiveindependent national telecoms networks in the UK, and offersnational business telecoms, national and international carriertelecommunications services, and satellite and radiocommunications services. The company's broadcast servicesdivision operates a national broadcast transmission network ofmore than 1,300 owned and shared transmission sites, and offersdigital and analog broadcast transmission services to majortelevision and radio stations nationwide in the UK. NOTE TO EDITORS: The Company will hold a conference call todiscuss this announcement on Friday, March 19, 1999 at 11:00 a.m.Eastern Time. Investors who wish to participate in theconference call should register in advance at 212-986-6667. Areplay of the call will also be available. ots Original TextService: NTL Incorporated Internet: http://www.newsaktuell.deCONTACT: John F. Gregg, Managing Director - CorporateDevelopment, Bret Richter, Director - Corporate Development,Richard J. Lubasch, Senior Vice President - General Counsel, orKathy Makrakis, Director - Investor Relations, all of NTLIncorporated, 212-906-8457; or in the UK - Alison Smith of NTL,01252-402-662; or investor_relations@ntli.com

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