Takeover Panel Panel Statement re Sky plc

TIDMSKY

RNS Number : 5961U

Takeover Panel

13 July 2018

 
                               2018/9 
                  THE WALT DISNEY COMPANY ("DISNEY") 
                TWENTY-FIRST CENTURY FOX INC. ("FOX") 
                           SKY PLC ("SKY") 
 
   On 28 June 2018, in Panel Statement 2018/7, the Panel Executive: 
 (a)    noted that, on 20 June, Disney had signed an amended 
         agreement with Fox under which Disney agreed to increase 
         the consideration payable in connection with its 
         acquisition of Fox (after a spin-off of certain businesses) 
         (the "Acquisition"); 
 (b)    confirmed that it was considering what impact this 
         increase should have on the consideration payable 
         under the chain principle offer which, as referred 
         to in Panel Statement 2018/4, the Executive has ruled 
         must be made by Disney under Note 8 on Rule 9.1 of 
         the Takeover Code (the "Code") to the holders of 
         ordinary shares in Sky following completion of the 
         Acquisition as a result of Fox's stake of approximately 
         39% in Sky (the "Chain Principle Offer"); and 
 (c)    noted that it had received submissions from a number 
         of parties expressing diverging views in relation 
         to this matter. 
 The Executive has today ruled that, as a result of the 
  increase in the terms of the Acquisition announced on 20 
  June, the price at which the Chain Principle Offer must 
  be made by Disney is GBP14.00 for each ordinary share in 
  Sky. 
 The Executive has determined this price by analysing, among 
  other matters, the relative contribution of Fox's stake 
  in Sky in the valuation work carried out by Disney's financial 
  advisers to support the fairness opinion prepared for the 
  Disney board in June 2018 and by taking into account the 
  increased offer announced by Fox, with the agreement of 
  Disney, for Sky on 11 July. 
 As explained in Panel Statement 2018/4, the Chain Principle 
  Offer will be required to be made within 28 days of completion 
  of the Acquisition unless by then either: 
 (a)    Fox has acquired 100% of the ordinary shares in Sky; 
         or 
 (b)    Comcast Corporation (which, on 11 July 2018, announced 
         its firm intention to make an offer of GBP14.75 per 
         ordinary share in Sky), or any other third party, 
         has acquired more than 50% of the ordinary shares 
         in Sky. 
 Sky has informed the Executive that it intends to request 
  that the Hearings Committee be convened in order to review 
  this ruling. Each of Disney and Fox is considering its 
  position. 
  In view of the importance of this matter, and in accordance 
  with section 1.2 of the Rules of Procedure of the Hearings 
  Committee, as set out in Appendix 9 of the Code, the Executive 
  has stipulated that if Disney, Fox, or any other person 
  affected by the ruling and with a sufficient interest in 
  the matter, wishes to request that the Hearings Committee 
  be convened in order to review this ruling, it must notify 
  the Executive and the Hearings Committee of the request 
  by no later than 5.00pm on 17 July 2018. 
 
  13 July 2018 
 

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July 13, 2018 05:59 ET (09:59 GMT)

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