Comcast Corporation (Nasdaq: CMCSA) today issued the following
statement regarding its pursuit of the assets Twenty-First Century
Fox has agreed to sell to The Walt Disney Company: “Comcast does
not intend to pursue further the acquisition of the Twenty-First
Century Fox assets and, instead, will focus on our recommended
offer for Sky.”
Brian L. Roberts, Chairman and CEO, Comcast Corporation,
said, “I’d like to congratulate Bob Iger and the team at
Disney and commend the Murdoch family and Fox for creating such a
desirable and respected company."
For information on Comcast’s acquisition of Sky, visit
https://www.cmcsa.com/proposal-for-sky.
About Comcast Corporation
Comcast Corporation (Nasdaq: CMCSA) is a global media and
technology company with two primary businesses, Comcast Cable and
NBCUniversal. Comcast Cable is one of the nation’s largest video,
high-speed internet, and phone providers to residential customers
under the XFINITY brand, and also provides these services to
businesses. It also provides wireless and security and automation
services to residential customers under the XFINITY brand.
NBCUniversal operates news, entertainment and sports cable
networks, the NBC and Telemundo broadcast networks, television
production operations, television station groups, Universal
Pictures and Universal Parks and Resorts. Visit
www.comcastcorporation.com for more information.
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
Further information
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 proposed acquisition by Comcast Bidco
Limited, an indirect wholly owned subsidiary of Comcast, of the
entire issued and to be issued share capital of Sky (the
“Acquisition”) or otherwise, nor shall there be any sale, issuance
or transfer of securities of Sky in any jurisdiction in
contravention of applicable law. The Acquisition (if implemented
pursuant to a takeover offer within the meaning of Part 28 of the
Companies Act 2006) will be implemented solely pursuant to the
terms of the offer document dated July 13, 2018 and the
accompanying form of acceptance, which contain the full terms and
conditions of the Acquisition, including details of how to accept
the offer. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information
contained in the offer document and the form of acceptance. Sky
shareholders are advised to read the formal documentation in
relation to the Acquisition carefully. Each Sky shareholder is
urged to consult his or her independent professional adviser
regarding the tax consequences of the Acquisition.
This announcement does not constitute a prospectus or prospectus
equivalent document.
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. This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Comcast contain
statements which are, or may be deemed to be, “forward-looking
statements”. Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on current
expectations and projections of the management of Comcast about
future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking
statements. The forward-looking statements contained in this
announcement include statements relating to the expected effects or
synergies of the Acquisition on Comcast and Sky, the expected
timing and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as
“plans”, “expects” or “does not expect”, “is expected”, “is subject
to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”,
“anticipates” or “does not anticipate”, or “believes”, or
variations of such words and phrases or statements that certain
actions, events or results “may”, “could”, “should”, “would”,
“might” or “will” be taken, occur or be achieved. Although Comcast
believes that the expectations reflected in such forward-looking
statements are reasonable, Comcast can give no assurance that such
expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. In
addition to the information regarding these risks, uncertainties,
assumptions and other factors set forth in the public filings made
by Sky and the public filings with the U.S. Securities and Exchange
Commission made by Comcast, important risk factors that may cause
such a difference include, but are not limited to, (i) the
completion of the Acquisition on anticipated terms and timing, (ii)
the ability of Sky and Comcast to integrate the businesses
successfully and to achieve anticipated synergies or benefits,
(iii) the risk that disruptions from the Acquisition will harm
Sky’s or Comcast’s businesses, (iv) legislative, regulatory and
economic developments and (v) unpredictability and severity of
catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities. While the list of
factors presented here is considered representative, no such list
should be considered to be a complete statement of all potential
risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking
statements. Such forward-looking statements should therefore be
construed in the light of such factors.
Neither Comcast nor any of its associates or directors, officers
or advisors, provides any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with its legal
or regulatory obligations, Comcast is under no obligation, and
Comcast expressly disclaims any intention or obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
No profit forecast or estimates
No statement in this announcement is intended as a profit
forecast or profit estimate for any period. No statement in this
announcement should be interpreted to mean that cash flow from
operations, free cash flow, earnings or earnings per share for
Comcast or Sky, as appropriate, for the current or future financial
years would necessarily match or exceed the historical published
cash flow from operations, free cash flow, earnings or earnings per
share for Comcast or Sky, as appropriate.
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 United Kingdom should inform themselves
about, and observe, any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
accept the offer, or to execute and deliver the form of acceptance,
may be affected by the laws of the relevant jurisdictions in which
they are located. 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.
This announcement has been prepared for the purpose of complying
with English law and the City Code on Takeovers and Mergers (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 of
England.
Unless otherwise determined by Comcast or required by the City
Code, and permitted by applicable law and regulation, the offer
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 accept the offer by any
use, means, 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 or any other jurisdiction where to do so would
constitute a violation of the laws of that jurisdiction and the
offer may not be capable of acceptance by any such use, means,
instrumentality or facilities. 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 or any other jurisdiction where to
do so would constitute a violation of the laws of that jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any restricted
jurisdiction or any other jurisdiction where to do so would
constitute a violation of the laws of that jurisdiction.
Further details in relation to Sky shareholders in overseas
jurisdictions are contained in the offer document.
Important information for U.S. shareholders and Sky ADR
holders
Sky is a public limited company incorporated in England. The
offer is being made to Sky shareholders in the United States in
compliance with the applicable U.S. tender offer rules under the
U.S. Securities Exchange Act of 1934, as amended (the “U.S.
Exchange Act”), including Regulation 14E thereunder taking into
account no action relief and exemptive relief granted by the U.S.
Securities and Exchange Commission (the “SEC”), and otherwise in
accordance with the requirements of English law. Accordingly, the
offer is subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, the offer timetable,
settlement procedures and timing of payments that are different
from those applicable under U.S. domestic tender offer law and
practice. Sky’s financial information, including any included in
the offer documentation, will not have been prepared in accordance
with U.S. GAAP, or derived therefrom, and may therefore differ
from, and not be comparable with, financial information of U.S.
companies.
Comcast and its affiliates or brokers (acting as agents for
Comcast or its affiliates, as applicable) may from time to time,
and other than pursuant to the offer, directly or indirectly,
purchase, or arrange to purchase outside the United States, shares
in Sky or any securities that are convertible into, exchangeable
for or exercisable for such shares before or during the period in
which the offer remains open for acceptance, to the extent
permitted by, and in compliance with, exemptive relief granted by
the SEC from Rule 14e-5 under the U.S. Exchange Act and in
compliance with the City Code. These purchases may occur either in
the open market at prevailing prices or in private transactions at
negotiated prices. Information about any such purchases or
arrangements to purchase that is made public in accordance with
English law and practice will be available to all investors
(including in the United States) via the Regulatory News Service on
www.londonstockexchange.com.
The offer, if consummated, may have consequences under U.S.
federal income tax and applicable U.S. state and local, as well as
non-U.S., tax laws for Sky shareholders and Sky ADR holders. Each
Sky shareholder (including the U.S. shareholders, and Sky ADR
holders) is urged to consult his or her independent professional
advisor regarding the tax consequences of the offer.
It may not be possible for Sky shareholders or Sky ADR holders
in the United States to effect service of process within the United
States upon Sky (a company incorporated in England), or its
officers or directors, some or all of which may reside outside the
United States, or to enforce against any of them judgments of the
United States courts predicated upon the civil liability provisions
of the federal securities laws of the United States or other U.S.
law. It may not be possible to bring an action against Sky, or its
officers or directors, in a non-U.S. court for violations of U.S.
law, including the U.S. securities laws. There is also substantial
doubt as to enforceability in the United Kingdom in original
actions, or in actions for the enforcement of judgments of U.S.
courts, based on civil liability provisions of U.S. federal
securities laws.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in one percent 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 midnight on the day before 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 percent 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 Takeover 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 Takeover Panel’s Market Surveillance Unit on +44
(0) 20 7638 0129.
For the purposes of this section of this announcement, “business
day” means a day on which the London Stock Exchange is open for the
transaction of business.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180719005432/en/
Comcast CorporationD’Arcy Rudnay (Media), +1 (215)
286-8582John Demming (Media), +1 (215) 286-8011Jason Armstrong
(Investors), +1 (215) 286-7972
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