21st Century Fox Raises Sky Offer To GBP 24.5 Bln

(RTTNews) - 21st Century Fox (FOX, FOXA) increased recommended cash offer for Sky Plc. (BSY.L, SKY.L), topping a rival offer from Comcast Corp. (CMCSK, CMCSA). The Increased Offer implies a value of about 24.5 billion pounds for the expected fully diluted ordinary share capital of Sky at closing.

21st Century Fox and the Independent Committee of Sky reached agreement on an increased recommended pre-conditional cash offer for the fully diluted share capital of Sky which 21CF and its Affiliates do not already own at a price of 14.00 pounds for each Sky Share. The Increased 21CF Offer represents an increase of approximately 12 per cent to the Comcast Offer price.

On 15 December 2016, 21st Century Fox and the Independent Committee of Sky announced that they had reached agreement on the terms of a recommended pre-conditional cash offer by 21CF for the fully diluted share capital of Sky which 21CF and its Affiliates do not already own at a price of 10.75 pounds for each Sky Share.

On 25 April 2018, Comcast announced a pre-conditional all-cash offer of 12.50 pounds per share for the entire issued and to be issued share capital of Sky.

The Acquisition remains subject to one outstanding pre-condition, being the approval of the UK Secretary of State subject to undertakings offered. On 10 July 2018, the UK Secretary of State stated that he intends to announce the final decisions by 12 July 2018.

As per the terms of the Increased 21CF Offer, Sky Shareholders will be entitled to receive 14.00 pounds in cash for each Sky Share.

The increased price of 14.00 pounds per Sky Share represents a premium of about 82.1 per cent. to the Closing Price of 7.69 pounds per Sky Share on 6 December 2016, being the last Business Day before the date on which an initial proposal was received from 21CF by Sky; an increase of approximately 30.2 per cent to the Original 21CF Offer price.

The Increased 21CF Offer implies a value of about 24.5 billion pounds for the expected fully diluted ordinary share capital of Sky at closing (consisting of 1.75 billion Sky Shares including the Sky Shares already owned by 21CF and its Affiliates).

On 20 June 2018, 21CF and Disney and certain of Disney's wholly-owned subsidiaries entered into an amended and restated merger agreement pursuant to which Disney has agreed to acquire for a price of US$38.00 per 21CF share, subject to certain adjustments, the same businesses Disney agreed to acquire under the previously announced merger agreement between 21CF and Disney.

The Disney Transaction is subject to certain conditions precedent, including regulatory and shareholder approval, and is expected to complete within 6 to 12 months after 20 June 2018. Completion of the Disney Transaction is not inter-conditional with completion of the Acquisition. Completion of the Acquisition will not affect the amount or form of consideration that stockholders of 21CF receive in the Disney Transaction.