TIDMSKY
RNS Number : 6284B
Comcast Corporation
24 September 2018
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
22 September 2018
SUPERIOR CASH OFFER FOR SKY
-- Comcast prevails with highest offer for Sky following conclusion of auction
-- Comcast offer price set at GBP17.28 in cash for each Sky Share
-- Comcast is seeking to make market purchases
-- Eligible shareholders outside the United States interested in
selling Sky Shares should contact BofA Merrill Lynch
Comcast Bidco Limited ("Comcast Bidco") (an indirect
wholly-owned subsidiary of Comcast Corporation) notes the statement
made by the Panel today confirming that the auction procedure in
relation to Sky plc ("Sky") has now concluded with Comcast Bidco
prevailing with the highest offer price of GBP17.28 for each Sky
Share (the "Second Increased Offer Price").
Commenting on the auction and Comcast Bidco's increased offer,
Brian L. Roberts, Chairman and Chief Executive Officer of Comcast
said:
"This is a great day for Comcast. Sky is a wonderful company
with a great platform, tremendous brand, and accomplished
management team. This acquisition will allow us to quickly,
efficiently and meaningfully increase our customer base and expand
internationally. We couldn't be more excited by the opportunities
in front of us. We now encourage Sky shareholders to accept our
offer, which we look forward to completing before the end of
October 2018."
Following the conclusion of the auction procedure, Comcast Bidco
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.
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.
A further announcement containing the terms of Comcast Bidco's
increased offer in accordance with Rule 2.7 of the Code will be
released by no later than 7.00 a.m. on Monday 24 September (the
"Second Increased Offer Announcement").
Enquiries
Comcast Corporation
D'Arcy Rudnay (Media) +1 215 286 8582
Jason Armstrong (Investors) +1 215 286 7972
Robey Warshaw
Simon Robey / Simon Warshaw +44 20 7317 3900
Evercore
Roger Altman / Eduardo Mestre +1 212 857 3100
BofA Merrill Lynch
Adrian Mee / Tim Waddell / Peter
Luck +44 20 7628 1000
Wells Fargo
Stephen Locke +1 704 410 4766
Tulchan Communications
Andrew Grant / Tom Murray +44 20 7353 4200
Comcast has retained Davis Polk & Wardwell LLP and
Freshfields Bruckhaus Deringer LLP as legal advisers in connection
with the matters described in this announcement.
Important notices relating to financial advisers
Robey Warshaw LLP ("Robey Warshaw"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
as financial adviser to Comcast and Comcast Bidco and no one else
in connection with the matters referred to in this announcement,
and Robey Warshaw will not be responsible to anyone other than
Comcast and Comcast Bidco for providing the protections afforded to
clients of Robey Warshaw or for providing advice in relation to the
matters referred to in this announcement, the contents of this
announcement or any other matter referred to herein.
Evercore Group L.L.C. ("Evercore Group"), a securities
broker-dealer registered with the SEC and subject to regulation by
the SEC and the Financial Industry Regulatory Authority, together
with its affiliate, Evercore Partners International LLP (together
with Evercore Group, "Evercore"), which is authorised and regulated
by the FCA in the United Kingdom, are acting exclusively as
financial adviser to Comcast and Comcast Bidco and no one else in
connection with the matters referred to in this announcement and
will not regard any other person as their client in relation to the
matters referred to in this announcement and will not be
responsible to anyone other than Comcast and Comcast Bidco for
providing the protections afforded to clients of Evercore, nor for
providing advice in relation to the matters referred to in this
announcement. Neither Evercore nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract or in tort, under statute or otherwise) to any person who
is not a client of Evercore in connection with this announcement,
any statement contained therein or otherwise.
Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary
of Bank of America Corporation, which is authorised by the
Prudential Regulation Authority and regulated by the FCA and the
Prudential Regulation Authority in the United Kingdom, is acting
exclusively as financial adviser for Comcast and Comcast Bidco and
will not be responsible to anyone other than Comcast and Comcast
Bidco for providing the protections afforded to its clients or for
providing advice in relation to the matters set out in this
announcement.
Wells Fargo Securities, LLC ("Wells Fargo"), a subsidiary of
Wells Fargo & Company, which is authorised by the SEC and
regulated by the Financial Industry Regulatory Authority and the
SEC in the United States, is acting exclusively as co-financial
adviser for Comcast and Comcast Bidco and will not be responsible
to anyone other than Comcast and Comcast Bidco for providing the
protections afforded to its clients or for providing advice in
relation to the matters set out in this announcement.
Further information
The full terms and conditions of the Acquisition were set out in
the Offer Document published by Comcast Bidco on 13 July 2018 (the
"Offer Document") and accompanying Form of Acceptance, which shall
be revised following the outcome of the auction. The Second
Increased Offer Announcement will be released by no later than 7.00
a.m. on Monday 24 September 2018 and the revised offer document and
form of acceptance to accompany the Second Increased Offer
Announcement will be published on or before 27 September 2018.
Defined terms used but not defined in this announcement (including
the Appendix) have the meanings given in the Offer Document 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, nor shall
there be any sale, issuance or transfer of securities of Sky in any
jurisdiction in contravention of applicable law. The Acquisition
will be implemented solely pursuant to the terms of the Offer
Document and the accompanying Form of Acceptance (or any revision
of such documents pursuant to the Second Increased Offer
Announcement or otherwise), which will 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 (or any
revision of such documents pursuant to the Second Increased Offer
Announcement or otherwise). 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.
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 Comcast
Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Code.
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 and exemptive relief granted by 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 generally accepted
accounting principles in the United States (U.S. GAAP), or derived
therefrom, and may therefore differ from, and not be comparable
with, financial information of U.S. companies.
Comcast and/or Comcast Bidco and their affiliates or brokers
(acting as agents for Comcast and/or Comcast Bidco and their
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
Code. As noted above, Comcast Bidco and its brokers intend to
purchase Sky Shares outside the Offer from Shareholders outside the
United States. 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.
In relation to Comcast Bidco's intention to buy Sky Shares in
the market outside the Offer, Comcast Bidco and its brokers cannot
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. Any purchases will be made to the extent permitted
by, and in compliance with, the exemptive relief granted by the SEC
from Rule 14e-5 under the U.S. Exchange Act and in compliance with
the City Code.
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 and Sky ADR Holder is urged to consult his or her
independent professional adviser 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 or Comcast Bidco (each a company incorporated in
England), or their respective 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 Comcast Bidco, or their respective
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.
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 a 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 adviser 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 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 Bidco or required by the
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 the 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.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Comcast and/or
Comcast Bidco 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 and/or Comcast Bidco 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,
Comcast Bidco 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 and Comcast Bidco believe
that the expectations reflected in such forward-looking statements
are reasonable, Comcast and Comcast Bidco 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 SEC 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
realisation of forward-looking statements. Such forward-looking
statements should therefore be construed in the light of such
factors.
None of Comcast, Comcast Bidco or any of their associates or
directors, officers or advisers, 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, neither Comcast nor Comcast
Bidco is under any obligation, and Comcast and Comcast Bidco
expressly disclaim 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, Comcast Bidco, 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, Comcast Bidco or Sky,
as appropriate.
Dealing and Opening Position Disclosure requirements of the
Code
Under Rule 8.3(a) of the 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 10(th) business day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10(th) 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 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.
For the purposes of this section (Disclosure requirements of the
Code) and the following section (Publication on Website) of this
announcement, "business day" means a day on which the London Stock
Exchange is open for the transaction of business.
Publication on Website
This announcement will be available free of charge, subject to
certain restrictions in relation to persons resident in Restricted
Jurisdictions, on Comcast's website at
www.cmcsa.com/proposal-for-sky by no later than 12.00 noon (London
time) on the business day following this announcement.
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.
About Comcast
Comcast Corporation is a global media and technology company
with two primary businesses, Comcast Cable and NBCUniversal.
Comcast Cable is one of the United States' 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 NBCUniversal and Telemundo broadcast networks,
television production operations, television station groups,
Universal Pictures and Universal Parks and Resorts. Visit
www.comcastcorporation.com for more information.
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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