CMCSA Comcast Corporation

By Shalini Ramachandran, Amol Sharma and David Benoit 

Comcast Corp. is taking on the Murdochs. The question is how far it wants to go.

The cable giant on Wednesday lobbed an official $31 billion proposal to buy European pay-TV operator Sky PLC, topping an existing offer from 21st Century Fox Inc., which already owns a 39% stake in Sky. Fox counts Rupert Murdoch and his family as major shareholders.

The official Comcast offer sent Sky shares nearly 4% higher -- and above the Comcast bid, suggesting investors are positioning for a bidding war. 21st Century Fox said it remains committed to buying all of Sky.

Separately, Comcast is weighing whether to play interloper on Fox's $52.4 billion deal to sell its entertainment assets to Walt Disney Co., people familiar with the situation say. Comcast is gaming out the possibility of making a public case to Fox's shareholders that they should reject the Disney deal, which is expected to come to a vote this summer, and opt for a Comcast tie-up instead, people familiar with the situation said.

Comcast lost out to Disney in December when Fox rejected its bid, which was 16% higher, according to a Fox regulatory filing last week. Fox cited concerns about regulatory risk. The assets in play include Fox's film and TV studio, cable networks and international properties including Star India and the Sky stake.

Comcast may choose to leave the Disney-Fox deal alone, and it doesn't expect to make a decision in the near term, the people familiar with the situation said.

Comcast's pursuit of potentially transformative deals comes as the company posted strong first-quarter earnings growth buoyed by its Winter Olympics and Super Bowl broadcasts, which offset its fourth-straight quarter of cable TV subscriber losses. Its shares rose 2.2% in afternoon trading in New York.

A major consideration for Comcast to pursue any further deals is its languishing stock price. As of Tuesday's close, Comcast shares had declined 22% since late January, wiping out more than $40 billion in market value.

Comcast Chief Financial Officer Michael Cavanagh said on the quarterly earnings call that the company was unlikely to use its stock to make deals when the price is at these levels.

If Comcast chooses to go hostile for the Fox assets, Comcast would need to woo Fox investors, which may not be easy. Comcast has had conversations with several shareholders in the wake of its Sky bid, including British investor TCI Fund Management, known for its activism, people familiar with the situation said.

TCI has been building a significant stake in Fox, people close to the situation say. As of December, the firm held 0.7% of Fox's class A common shares. Including Class B shares, its voting power on a merger proposal would have been 0.46%, according to FactSet. The size of its current stake isn't clear; the next disclosure would likely come in a May filing.

In recent weeks, TCI founder Chris Hohn spoke on the phone with Comcast Chief Executive Brian Roberts and probed about Comcast's interest in launching a public bid for Fox's assets, people familiar with the situation said. Mr. Roberts didn't respond, the people said. Other TCI officials have also had conversations with Comcast's investor relations team that left Comcast executives with the clear indication that TCI wants the cable giant to continue its pursuit of Fox, the people said.

In an email this week, Mr. Hohn said he didn't urge Mr. Roberts to go hostile in pursuit of Fox's assets.

Mr. Murdoch and his family have a 39% voting interest in Fox. Their economic interest, which is what would count in a shareholder vote on the Disney-Fox merger, is roughly 17%. (The Murdoch family is also a major shareholder in Wall Street Journal-parent News Corp)

Comcast is also watching closely the government's antitrust case against AT&T Inc. and Time Warner Inc., which is playing out in court. If AT&T wins, Comcast would feel more emboldened to make a move, the people said.

Comcast is offering GBP12.50 ($17.47) a share for Sky, or 16% more than Fox's GBP10.75-a-share bid. On the earnings, call, Comcast executives assured investors that it would be a sound investment, highlighting Sky's broadband service and original programming arm to emphasize it is much more than a satellite TV provider.

"We love our core business and anybody who is viewing this as some diversion from that is not reading us properly," said Comcast Chief Executive Brian Roberts.

British regulators have held up Fox's takeover bid as they examine whether it would give Mr. Murdoch and his family too much influence in U.K. media. News Corp publishes three major British newspapers.

Regulators are expected to deliver a final recommendation on Fox's proposal on May 1, and then the British government will decide whether to approve the merger outright, approve it with conditions, or reject it.

For the quarter, Comcast's growth was powered by its NBCUniversal media unit, where revenue rose 21% to $9.5 billion. Comcast lost 96,000 cable TV customers, compared with a gain of 42,000 in the prior-year quarter.

Quarterly profit rose 21% to $3.1 billion, or 66 cents a share, up from $2.6 billion, or 53 cents a share, a year ago.

--Ben Dummett contributed to this article.

Write to Shalini Ramachandran at shalini.ramachandran@wsj.com, Amol Sharma at amol.sharma@wsj.com and David Benoit at david.benoit@wsj.com

(END) Dow Jones Newswires

April 25, 2018 15:38 ET (19:38 GMT)

Copyright (c) 2018 Dow Jones & Company, Inc.