Cinven, the European private equity firm and Warburg Pincus, the global private equity firm, announce today that agreement has been reached to acquire Casema from The Carlyle Group, Providence Equity Partners and GMT Communications Partners. As part of the transaction, Warburg Pincus’ stake in the Dutch cable operator Multikabel is to be contributed to the new holding company. Following completion, Casema will co-operate with Multikabel in providing cable services to the Dutch market. The total enterprise value of the transaction is €2.85 billion.

Casema is the third largest cable operator in the Netherlands serving the central and western parts of the country, covering such cities as The Hague, Utrecht, Breda and areas surrounding Amsterdam. Based on its substantially upgraded network, Casema offers triple-play services, including analogue and digital television, broadband Internet and VoIP telephony services. As at June 30, 2006, the Company had 1.3 million television subscribers (of which 112,000 subscribed to digital packages), 400,000 broadband internet and 136,000 telephony subscribers.

Multikabel, the fourth largest cable operator in the Netherlands, is based in North Holland and provides media and communications services to consumers, companies and institutions. Multikabel offers basic analogue and digital television, premium television, broadband Internet and telephony services over its proprietary network, primarily to residential subscribers. As at 30 June 2006, Multikabel had approximately 318,000 basic cable television subscribers, as well as 45,000 digital television, 141,000 broadband Internet and 64,000 telephony subscribers. In December 2005 Warburg Pincus acquired Multikabel from Primacom AG, a cable operator based in Germany.

Together Casema and Multikabel will serve over 1.6 million customers and have pro forma revenue of €416 million for the financial year ended 31 December 2005.

The transaction, which is expected to close in the second half of 2006, is subject to regulatory approvals and customary closing conditions.

David Barker, partner of Cinven, said "We are delighted to have secured the combination of Casema and Multikabel as the first investment for our €6.5 billion fourth Cinven fund. Both are quality businesses that, in combination, will provide highly competitive and compelling triple-play products to the Dutch market. Cinven has very significant current experience in the European cable markets to bring to bear on the combined group. We expect to invest significantly in driving the growth of the group and look forward to working with Warburg Pincus and all stakeholders to achieve this goal."

Morgan Stanley, ABN AMRO, Credit Suisse and Rothschild acted as financial advisers to Cinven and Warburg Pincus. Goldman Sachs acted as financial adviser to The Carlyle Group, Providence Equity partners and GMT Communications Partners.