Takeover Panel Panel Statement re Sky plc
July 13 2018 - 6:14AM
Dow Jones News
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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END
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July 13, 2018 05:59 ET (09:59 GMT)
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