TIDMSKY
RNS Number : 6270B
Sky PLC
24 September 2018
THIS ANNOUNCEMENT CONTAINS INSIDE 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
For immediate release 22nd September 2018
Sky Plc ("Sky")
Accept the Recommended Comcast Offer Immediately
As the price of the final Comcast Offer is materially superior,
it is in the best interests of all Sky shareholders to accept
the Comcast Offer. Accordingly, the Independent Committee unanimously
recommends that Sky shareholders accept the Comcast Offer, and
in order to ensure the successful closing of the Comcast Offer,
urges shareholders to accept immediately.
Throughout the extended offer period, the Independent Committee
of Sky has been mindful of its fiduciary duties and obligations
under the Takeover Code, and has focused on maximising value for
Sky shareholders. Importantly, this included the negotiation of a
Cooperation Agreement with 21CF in December 2016 which included
certain safeguards for independent shareholders, including a
standstill preventing 21CF from acquiring shares. This Cooperation
Agreement facilitated the then recommended offer by 21CF but
preserved a level playing field in order not to foreclose any
potential competitive interest.
Following the possible offer statement from Comcast Corporation
("Comcast") on 27 February 2018, Sky has been in a competitive
takeover situation and Sky shareholders have benefited from seven
months of competitive tension which has ultimately led to an
auction process that successfully concluded today. The Independent
Committee notes that both the cash offers from Comcast and 21CF of
GBP17.28 and GBP15.67 per Sky share (respectively the "Comcast
Offer" and the "21CF Offer") are final and are now incapable of
being increased.
The Comcast Offer price of GBP17.28 represents an excellent
outcome for independent Sky shareholders:
-- a premium of 125% to the closing price of GBP7.69 on 6
December 2016, the last business day before 21CF's initial
approach;
-- a multiple of 15.5 times Sky Adjusted EBITDA of GBP2,349m for
the twelve month period ended 30 June 2018;
-- a ten-year total shareholder return (since 1 July 2008) of
+402%, versus the FTSE 100 total shareholder return over the same
period of +97%.
The Independent Committee, which has been so advised by Morgan
Stanley, PJT Partners and Barclays as to the financial terms of the
Comcast Offer, considers the terms of the Comcast Offer to be fair
and reasonable. Morgan Stanley and Barclays are providing
independent financial advice to the Independent Committee for the
purposes of Rule 3 of the Takeover Code. In providing their
financial advice to the Independent Committee, Morgan Stanley, PJT
Partners and Barclays have taken into account the commercial
assessments of the Independent Committee.
As the price of the Comcast Offer is materially superior, it is
in the best interests of all Sky shareholders to accept the Comcast
Offer. Accordingly, the Independent Committee unanimously
recommends that Sky shareholders accept the Comcast Offer, and in
order to ensure the successful closing of the Comcast Offer, and
given the possibility of a delisting of Sky in the near future,
urges shareholders to accept immediately.
The Independent Committee notes Comcast's earlier announcement
that, following the conclusion of the auction procedure, Comcast
Bidco Limited is seeking to make market purchases:
Eligible Sky Shareholders who are institutional investors
outside the United States interested in selling their Sky Shares to
Comcast Bidco should contact BofA Merrill Lynch Corporate Broking
at +44 20 7995 2794 or dg.corporate_broking_trading@baml.com.
Retail investors should contact their broker; and
Due to regulatory requirements, Comcast Bidco is unable to
purchase Sky Shares from Sky Shareholders incorporated or located
in the United States, or where the Sky Shares would be sold from
the United States.
The Independent Committee advises independent Sky shareholders
to take no action in relation to the 21CF Offer.
Martin Gilbert, Chairman of the Independent Committee of Sky,
said today:
"We consider the Comcast Offer to be an excellent outcome for
Sky shareholders, and we are recommending it as it represents
materially superior value. We are focused on drawing this process
to a successful and swift close and therefore urge shareholders to
accept the recommended Comcast Offer.
"On behalf of the Independent Committee of Sky, I wish to thank
Jeremy and Andrew for their outstanding leadership of the business
throughout the twenty-one month bid process and congratulate
everyone at Sky on creating such a successful company that has
attracted strategic interest from one of the world's greatest media
companies."
Person making this notification
Chris Taylor, Company Secretary
Enquiries:
Analysts/Investors
Robert Kingston
+44 (0) 20 7032 3726
Media
Gavin Davis
+44 (0) 20 7032 7115
Morgan Stanley (Financial Adviser and Corporate Broker to Sky)
+44 (0) 20 7425 8000
Simon Smith, Laurence Hopkins, Anthony Zammit
Ben Grindley (Corporate Broking)
PJT Partners (Financial Adviser to Sky) +44 (0) 20 3650 1100
Simon Lyons, Scott Matlock, Jonathan Hall
Barclays (Financial Adviser and Corporate Broker to Sky) +44 (0)
20 7623 2323
Mark Astaire, Richard Taylor, Daniel Ross, Hugh Moran
Publication of this announcement
A copy of this announcement will be available, subject to
certain restrictions in relation to persons resident in Restricted
Jurisdictions, at
www.skygroup.sky/corporate/investors/offers-for-sky by no later
than 12 noon (London time) on 24th September 2018. A "Restricted
Jurisdiction" is any jurisdiction where local laws or regulations
may result in a significant risk of civil, regulatory or criminal
exposure if information concerning either Offer is sent or made
available to Sky shareholders or holders of Sky American Depositary
Shares in that jurisdiction.
Neither the contents of Sky's website nor the contents of any
website accessible from hyperlinks on Sky's website are
incorporated into or form part of this announcement.
Important notices
Morgan Stanley & Co. International plc ("Morgan Stanley"),
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and Prudential
Regulation Authority in the United Kingdom, is acting as financial
adviser and corporate broker to Sky and no one else in connection
with the matters set out in this announcement. In connection with
such matters, Morgan Stanley, its affiliates and their respective
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other
person for providing the protections afforded to their clients or
for providing advice in relation to the contents of this
announcement or any other matter referred to herein.
PJT Partners (UK) Limited ("PJT Partners"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting for Sky and no one else in connection with the
matters set out in this announcement and will not be responsible to
anyone other than Sky for providing the protections afforded to
clients of PJT Partners nor for providing advice in relation to the
matters set out in this announcement. Neither PJT Partners nor any
of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of PJT Partners in connection
with this announcement, any statement contained herein or
otherwise.
Barclays Bank PLC (acting through its Investment Bank)
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and
Prudential Regulation Authority in the United Kingdom, is acting as
financial adviser and corporate broker exclusively for Sky and no
one else in connection with the matters referred to in this
announcement and is not, and will not be, responsible to anyone
other than Sky for providing the protections afforded to clients of
Barclays nor for giving advice in connection with either Offer or
any other matter referred to in this announcement.
Morgan Stanley, PJT Partners and Barclays have each given and
not withdrawn their consent to the publication of this announcement
with the inclusion herein of the references to their names in the
form and context in which they appear.
Additional Information
This announcement is for information purposes only. This
announcement is not intended to, and does not, constitute or form
part of any offer, 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 either offer or otherwise,
nor will there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. There can be
no assurance that either offer will proceed in a timely manner or
at all. This announcement does not constitute a prospectus or
prospectus equivalent document.
The revised offer document and form of acceptance in respect of
the Comcast Offer, which will contain the full terms and conditions
of the Comcast Offer and details of how to accept, will be
published on or before 27 September 2018. Any decision in respect
of, or other response to, the Comcast Offer should be made only on
the basis of the information contained in a revised offer ocument
and the form of acceptance.
Sky shareholders are advised to read the formal documentation in
relation to both the 21CF Offer and the Comcast Offer carefully
once it has been dispatched.
The statements contained in this announcement are not to be
construed as legal, business, financial or tax advice.
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 Comcast and 21CF during
the offer period as required under Section 4 of Appendix 4 of the
City Code on Takeovers and Mergers (the "Takeover Code").
Overseas investors
The release, publication or distribution of this announcement
in, into or from jurisdictions other than the United Kingdom may be
restricted by law. Persons who are not resident in the United
Kingdom or who are subject to the laws of another jurisdiction
should inform themselves about, and observe, any applicable
restrictions and legal and regulatory requirements. In particular,
the ability of persons who are not resident in the United Kingdom
to accept either Offer, or to execute and deliver a form of
acceptance, or to vote their Sky shares with respect to a scheme of
arrangement, or to execute and deliver forms of proxy appointing
another to vote on a scheme of arrangement on their behalf, 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 adviser in the
relevant jurisdiction without delay. Any failure to comply with
applicable restrictions and requirements may constitute a violation
of the securities law of any such jurisdiction.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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 21CF (as applicable)
or required by the Takeover Code, and permitted by applicable law
and regulation, the Comcast Offer and the 21CF Offer respectively
are not being, and will not be, made, directly or indirectly, in,
into or from, or by the use of the mails or any other means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of, any Restricted
Jurisdiction and neither Offer is or will be capable of acceptance
by any such use, means, instrumentality or facility or from or
within a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Offers are not being, and must not be, directly or
indirectly mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from a Restricted Jurisdiction. Any person
(including, without limitation, custodians, nominees or trustees)
who would, or otherwise intend to or who may have a contractual or
legal obligation to, forward this announcement or any other
document relating to either Offer to any jurisdiction outside the
United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements and must not mail, send
or otherwise forward or distribute them in, into or from any
Restricted Jurisdictions. Doing so may render invalid any purported
acceptance of either Offer.
The availability of the Offers to Sky shareholders not resident
in, or who are nationals or citizens or residents of jurisdictions
other than, the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Any such person
should inform themselves of, and observe, any applicable legal or
regulatory requirements.
Notes to US investors
Sky is a public limited company incorporated in England. The
Offers are being made to Sky shareholders resident in the United
States in reliance on, and in compliance with, the applicable US
tender offer rules under the US Securities Exchange Act of 1934, as
amended (the "US Exchange Act"), including in the case of the
Comcast Offer, Regulation 14E thereunder taking into account no
action and exemptive relief granted by the US Securities and
Exchange Commission (the "SEC"), in the case of the 21CF Offer, the
rules and regulations promulgated thereunder and the "Tier II"
exemption provided by Rule 14d-1(d) under the US Exchange Act, and
in each case otherwise in accordance with the requirements of
English law, the Takeover Code, the Panel, the London Stock
Exchange and the Financial Conduct Authority. Accordingly, the
Offers are subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, the offer timetables,
settlement procedures and timing of payments that are different
from those applicable under US domestic tender offer law and
practice. Some of the financial information, including financial
information relating to Sky and the Sky group, including any
included or referred to in the offer documentation, has been or
will be prepared in accordance with international financial
reporting standards and may therefore differ from, and not be
comparable to, financial information of US companies or other
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
To the extent permissible under the Takeover Code and normal UK
market practice, and, in the case of 21CF, subject to the surviving
provisions of the co-operation agreement relating to the 21CF
Offer, Comcast or 21CF and their respective affiliates or brokers
(acting as agents for Comcast or 21CF or their respective
affiliates, as applicable) may from time to time, and other than
pursuant to the Offers, 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
their Offers remain open for acceptance, to the extent permitted
by, and in compliance with, exemptive relief granted by the SEC
from Rule 14e-5 under the US Exchange Act and in compliance with
the Takeover 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.
Either Offer, if consummated, may have consequences under US
federal income tax and applicable US state and local, as well as
non-US, tax laws for Sky shareholders and holders of Sky American
Depositary Shares. Each Sky shareholder (including US shareholders,
and holders of Sky American Depositary Shares) is advised to
consult his or her independent professional adviser immediately
regarding any acceptance of either Offer including, without
limitation, to consider the tax consequences of accepting either
Offer.
It may be difficult for US holders of Sky shares and Sky
American Depositary Shares to enforce their rights, effect service
of process within the US upon Sky and enforce any claim arising out
of the US federal laws in connection with the Offers, since Sky is
located in a non-US jurisdiction, and some of its officers and
directors are residents of non-US jurisdictions. US holders of Sky
shares and Sky American Depositary Shares may not be able to bring
an action against a non-US company or its officers or directors in
a non-US court for violations of US laws, including 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.
There is substantial doubt as to the enforceability in the UK of
original actions, or of actions for the enforcement of judgments of
US courts, based on civil liability provisions of US federal
securities laws.
Neither the SEC nor any US state securities commission has
approved or disapproved of either Offer, passed upon the merits or
fairness or either Offer or passed upon the adequacy or accuracy of
the information contained in this announcement. Any representation
to the contrary is a criminal offence in the United States.
Forward-looking statements
This announcement may contain certain forward-looking statements
with respect to the businesses and operations of Sky, Comcast or
21CF and certain plans and objectives of Sky, Comcast or 21CF with
respect thereto. All statements other than statements of historical
fact included in this document may be forward-looking statements.
Forward-looking statements also often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning.
Forward-looking statements (including those relating to the
consummation of any offer and the anticipated benefits thereof) are
often based on certain key assumptions and by their nature address
matters that are, to different degrees, uncertain. These and other
forward-looking statements are not guarantees of future results and
are subject to risks, uncertainties, assumptions and other factors
that could cause actual results to differ materially from those
expressed or implied in any 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, Comcast and 21CF, important risk factors that may cause
such a difference include, but are not limited to, (i) the
completion of any offer on anticipated terms and timing, (ii) the
ability to integrate the businesses successfully and to achieve
anticipated benefits, (iii) the risk that disruptions from any
offer will harm Sky's, Comcast's or 21CF's businesses, (iv)
legislative, regulatory, economic, political and market
developments and (v) changes in the global, political, economic,
business and competitive environments, market and regulatory
forces, and 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 realisation of forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this announcement. Sky, Comcast and 21CF disclaim any
obligation to update any forward-looking or other statements
contained in this announcement, except as required by applicable
law.
No profit forecasts or estimates
No statement in, or referred to in, this announcement is
intended as or shall be deemed a forecast, projection or estimate
for any period. No statement in, or referred to in, this
announcement should be interpreted to mean that earnings or
earnings per share for Sky, Comcast or 21CF for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Sky,
Comcast or 21CF, as applicable.
Rounding
Certain figures included in this announcement have been subject
to rounding adjustments.
Time
All times shown in this announcement are London times, unless
otherwise stated.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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