NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
21st Century Fox (21CF) welcomes the publication by the
Competition and Markets Authority (CMA) of the Issues
Statement. We look forward to the CMA process and engaging in
a thorough and constructive review.
About 21st Century Fox
21st Century Fox is the world's premier portfolio of cable,
broadcast, film, pay TV and satellite assets spanning six
continents across the globe. Reaching more than 1.8 billion
subscribers in approximately 50 local languages every day, 21st
Century Fox is home to a global portfolio of cable and
broadcasting networks and properties, including FOX, FX, FXX, FXM,
FS1, Fox News Channel, Fox Business Network, FOX Sports, Fox Sports
Network, National Geographic Channels, STAR India, 28 local
television stations in the U.S. and more than 300 international
channels; film studio Twentieth Century Fox Film; and television
production studios Twentieth Century Fox Television and a 50 per
cent. ownership interest in Endemol Shine Group. The Company also
holds approximately 39.1 per cent. of the issued shares of Sky,
Europe’s leading entertainment company, which serves 22 million
customers across five countries. For more information about 21st
Century Fox, please visit www.21CF.com.
Further information
Reference is made to the announcement made on 15 December 2016
by the 21st Century Fox Board and the Independent Committee of Sky
that they had reached agreement on the terms of a recommended
pre-conditional cash offer by 21st Century Fox for the fully
diluted share capital of Sky which 21st Century Fox and its
Affiliates do not already own (the “Acquisition”). The full terms
and conditions of the Acquisition are set out in the announcement
which was published on 15 December 2016 (the “Offer Announcement”).
Terms used but not defined in this announcement (the
"Announcement") have the meanings given in the Offer Announcement
unless the context requires otherwise.
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation, or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be implemented solely pursuant to the terms of the
Scheme Document, which will contain the full terms and conditions
of the Acquisition, including details of how to vote in respect of
the Acquisition. Any decision in respect of, or other response to,
the Acquisition should be made only on the basis of the information
contained in the Scheme Document. Sky Shareholders are advised to
read the formal documentation in relation to the Acquisition
carefully once it has been dispatched.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Information relating to Sky Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Sky Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Sky may be provided to 21st Century Fox during
the Offer Period as required under Section 4 of Appendix 4 of the
City Code.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and
observe any applicable requirements. In particular, the ability of
persons who are not resident in the UK to vote their Sky Shares
with respect to the Scheme at the Court Meeting, or to execute and
deliver forms of proxy appointing another to vote at the Court
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. This Announcement
has been prepared for the purpose of complying with English law and
the City Code and the information disclosed may not be the same as
that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside the
UK. Sky Shareholders who are in any doubt regarding such matters
should consult an appropriate independent advisor in the relevant
jurisdiction without delay. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
Unless otherwise determined by 21st Century Fox or required by
the City Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws of that jurisdiction and no person may vote in favour of
the Acquisition by any use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and any formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into or from any Restricted
Jurisdiction. If the Acquisition is implemented by way of an Offer
(unless otherwise permitted by applicable law and regulation), the
Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
Further details in relation to Sky Shareholders in overseas
jurisdictions will be contained in the Scheme Document.
Additional information for US investors
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. The Acquisition is not subject to the
tender offer rules or the proxy solicitation rules under the US
Securities Exchange Act of 1934, as amended (the “US Exchange
Act”). Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of US
tender offer and proxy solicitation rules. If, in the future, 21st
Century Fox exercises the right to implement the Acquisition by way
of a takeover offer and determines to extend the offer into the US,
the Acquisition will be made in compliance with applicable US laws
and regulations. Financial information included in this
Announcement and the Scheme Document has been or will have been
prepared in accordance with non-US accounting standards that may
not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US.
It may be difficult for US holders of Sky Shares to enforce
their rights and any claim arising out of the US federal laws in
connection with the Acquisition, since Sky is located in a non-US
jurisdiction, and some or all of its officers and directors reside
outside of the US. Therefore, US holders of Sky Shares may not be
able to sue a non-US company or its officers or directors in a
non-US court for violations of the US securities laws. Further, it
may be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's judgment.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved of this
transaction, passed upon the merits or fairness of this transaction
or passed upon the adequacy or accuracy of the information
contained in this document.
US shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the United States
and, that such consequences, if any, are not described herein. US
shareholders are urged to consult with legal, tax and financial
advisors in connection with making a decision regarding this
transaction.
21st Century Fox reserves the right, subject to the prior
consent of the Panel and the terms of the Co-operation Agreement,
to elect to implement the Acquisition by way of an Offer. If the
Acquisition is implemented by way of an Offer, it will be done in
compliance with the applicable tender offer rules under the US
Exchange Act, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. 21st Century Fox, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in Sky
outside such an Offer during the period in which such an Offer
would remain open for acceptance. If such purchases or arrangements
to purchase were to be made, they would be made outside the US and
would be made in accordance with applicable law, including the US
Exchange Act and the City Code.
Cautionary Statement Concerning Forward-Looking
Statements
This Announcement contains certain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. Factors that could affect future results are contained in
our filings with the Securities and Exchange Commission. There can
be no assurance that the proposed transaction will be completed as
anticipated or at all. The “forward-looking statements” included in
this Announcement are made only as of the date of this Announcement
and we do not have any obligation to publicly update any
“forward-looking statements” to reflect subsequent events or
circumstances, except as required by law.
Dealing and Opening Position Disclosure Requirements of the
City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day following the date
of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Publication on Website
This Announcement will be made available free of charge, subject
to certain restrictions in relation to persons resident in
Restricted Jurisdictions, at www.21CF-offer-for-Sky.com by no
later than 12 noon (London time) on the day after the Announcement
is made.
Neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
Announcement.
Sky Shareholders may request a hard copy of this Announcement by
contacting Equiniti Limited on 0371 384 2091. Sky Shareholders may
also request that all future documents, announcements and
information in relation to the Acquisition be sent in hard copy
form to such Sky Shareholder.
Time
All times shown in this Announcement are London times, unless
otherwise stated.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171010005901/en/
21st Century FoxInvestorsReed Nolte, +1
212-852-7092Mike Petrie, +1 212-852-7130orMediaNathaniel
Brown, +1 212-852-7746Miranda Higham, +44 207-019-5632
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