TIDMSKY
RNS Number : 6678B
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
24 September 2018
RECOMMED SUPERIOR CASH OFFER
FOR
SKY PLC ("SKY")
BY
COMCAST BIDCO LIMITED ("COMCAST BIDCO")
(an indirect wholly-owned subsidiary of Comcast Corporation
("Comcast"))
-- Recommended superior cash offer at a price of GBP17.28 for each Sky Share
-- Sky Independent Committee view Comcast's offer as materially
superior and give unanimous recommendation
-- Sky Independent Committee urges Sky Shareholders to accept immediately
-- Comcast seeking to make market purchases of Sky Shares
-- Eligible shareholders outside the United States interested in
selling Sky Shares should contact BofA Merrill Lynch
1. Introduction
Further to the statement made by the Panel on 20 September 2018
regarding the competitive situation between Comcast Bidco and 21st
Century Fox in relation to the acquisition of Sky, Comcast Bidco
and 21st Century Fox participated in an auction procedure on 22
September 2018 to determine their respective offers for Sky.
The auction procedure was supervised by the Panel and was
undertaken pursuant to the auction rules established by the Panel
and agreed to by Sky, Comcast, The Walt Disney Company and 21st
Century Fox, as announced by the Panel on 20 September 2018 (the
"Auction Rules").
2. Second Increased Offer
Following the conclusion of the auction procedure, Comcast Bidco
and Sky are pleased to announce the terms of the superior cash
offer for the entire issued and to be issued share capital of Sky
at a price of GBP17.28 in cash for each Sky Share (the "Second
Increased Offer"), which has been unanimously recommended by the
Sky Independent Committee.
Under the terms of the Second Increased Offer, Sky Shareholders
will be entitled to receive:
GBP17.28 in cash for each Sky Share
The consideration under the Second Increased Offer implies a
value of approximately GBP30.6 billion for the fully diluted share
capital of Sky.
As the Second Increased Offer is expected to complete before the
usual date for declaration and payment of the final dividend for
the financial year ended 30 June 2018, the Second Increased Offer
includes an amount in lieu of a final dividend in respect of the
financial year ended 30 June 2018. In accordance with the Auction
Rules, Comcast Bidco will reduce the price of GBP17.28 per Sky
Share by an amount equal to the amount of any dividend (or other
distribution or return of capital) per Sky Share which is
announced, declared, paid or becomes payable by Sky to Sky
Shareholders following the conclusion of the auction procedure.
In accordance with the Auction Rules, Comcast and 21st Century
Fox are prohibited from further revising the price of their
respective offers for Sky unless a third party announces a firm
intention to make an offer for Sky.
3. Comcast seeking to acquire Sky Shares
Comcast Bidco intends to acquire Sky Shares in the market from
eligible shareholders outside the United States at up to and
including GBP17.28 in cash for each Sky Share.
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 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.
All Sky Shareholders are urged to proceed to accept the Second
Increased Offer in accordance with the instructions set out in
paragraph 8 below (unless they have previously sold their Sky
Shares to Comcast Bidco).
4. Recommendation from the Sky Independent Committee
Throughout the extended offer period, the Sky Independent
Committee has been mindful of its fiduciary duties and obligations
under the Code, and has focused on maximising value for Sky
Shareholders. Importantly, this included the negotiation of a
Cooperation Agreement with 21st Century Fox in December 2016 which
included certain safeguards for independent Sky shareholders,
including a standstill preventing 21st Century Fox from acquiring
Sky Shares. This Cooperation Agreement facilitated the then
recommended offer by 21st Century Fox but preserved a level playing
field in order not to foreclose any potential competitive
interest.
Following the possible offer statement from 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 has
successfully concluded with the Second Increased Offer from
Comcast. The Sky Independent Committee notes that both the cash
offers from Comcast and 21st Century Fox of GBP17.28 and GBP15.67
per Sky Share 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 21st Century Fox's
initial approach;
-- a multiple of 15.5 times Sky Adjusted EBITDA of GBP2,349m for
the twelve month period ended 30 June 2018; and
-- 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 Sky Independent Committee, which has been so advised by
Morgan Stanley, PJT Partners and Barclays as to the financial terms
of the Second Increased Offer, considers the terms of the Second
Increased Offer to be fair and reasonable. Morgan Stanley and
Barclays are providing independent financial advice to the Sky
Independent Committee for the purposes of Rule 3 of the Code. In
providing their financial advice to the Sky Independent Committee,
Morgan Stanley, PJT Partners and Barclays have taken into account
the commercial assessments of the Sky Independent Committee.
As the price of the Second Increased Offer is materially
superior, it is in the best interests of all Sky Shareholders to
accept the Second Increased Offer. Accordingly, the Sky Independent
Committee unanimously recommends that Sky Shareholders accept the
Second Increased Offer, and in order to ensure the successful
closing of the Second Increased Offer, and given the possibility of
a delisting of Sky in the near future, urges shareholders to accept
immediately.
5. Continuation of the Second Increased Offer
The Second Increased Offer is being further extended and will
remain open for acceptance until 1.00 p.m. (London time) on 11
October 2018 (the "Third Closing Date").
Should there be any further extension of the Second Increased
Offer this will be publically announced by 8.00 a.m. (London time)
on the business day following the day on which the Second Increased
Offer is due to expire, or such later time or date as the Panel may
agree. However, there can be no certainty (and there currently is
no expectation) that the Second Increased Offer will be extended
beyond the Third Closing Date.
Should Comcast Bidco receive sufficient acceptances in respect
of the Second Increased Offer on or prior to the Third Closing
Date, Comcast Bidco expects the Second Increased Offer to become or
be declared wholly unconditional by no later than 1 November 2018
(or such later date as may be agreed with Panel).
6. Financing of the Second Increased Offer
In connection with the financing of the cash amount of GBP17.28
payable by Comcast Bidco under the Second Increased Offer in
respect of each Sky Share (the "Cash Consideration"), Comcast has
proceeds of borrowings available under certain bridge loan, term
loan and revolving credit facilities as set out in paragraph 12 of
the letter from Comcast Bidco in Part II of the First Offer
Document (and updated as set out in the offer extension and
acceptance level update announcement by Comcast Bidco on 22 August
2018).
In addition to the existing cash resources available to it for
the purposes of the Acquisition, Comcast has increased commitments
from new and existing lenders under the existing unsecured
Revolving Facility Agreement (the "Additional Revolver
Commitments"). Further details of the terms of the Additional
Revolver Commitments are set out in Appendix 3 to this
announcement.
Comcast has also amended its existing unsecured Term Loan
Agreement (the "Term Facility Amendment Agreement"), in order to
expand the permitted uses of proceeds thereunder, and to increase
the number of times it is permitted to make separate borrowings
thereunder. Further details of the terms of the Term Facility
Amendment Agreement are set out in Appendix 3 to this
announcement.
Robey Warshaw, financial adviser to Comcast and Comcast Bidco,
is satisfied that sufficient resources are available to satisfy the
full Cash Consideration payable to Sky Shareholders under the terms
of the Second Increased Offer.
7. Publication of Second Offer Document and Second Form of Acceptance
In accordance with the Auction Rules, the revised offer document
and form of acceptance relating to the Second Increased Offer (the
"Second Offer Document" and "Second Form of Acceptance",
respectively) containing the full terms and conditions of the
Second Increased Offer will be posted to Sky Shareholders (and, for
information only, the Second Offer Document will be posted or made
available to participants in the Sky Share Plans and persons with
information rights), subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, by no later than 27
September 2018.
Sky Shareholders are urged to read the Second Offer Document
and, in respect of Sky Shares held in certificated form, the
accompanying Second Form of Acceptance carefully when they are sent
to them because they will contain important information.
8. How to accept the Second Increased Offer
The deadline for acceptances of the Second Increased Offer is
1.00 p.m. (London time) on 11 October 2018. Sky Shareholders who
have not yet accepted the Offer and who wish to accept the Second
Increased Offer are urged to do so as soon as possible and, in any
event, by no later than 1.00 p.m. (London time) on 11 October
2018.
Sky Shareholders wishing to accept the Second Increased Offer in
respect of certificated Sky Shares, should complete either the
first form of acceptance which accompanied the first offer document
relating to the Offer (the "First Form of Acceptance" and the
"First Offer Document", respectively) or, once received, the Second
Form of Acceptance.
Sky Shareholders wishing to accept the Second Increased Offer in
respect of uncertificated shares should do so electronically
through CREST. Sky Shareholders who hold Sky Shares as a CREST
sponsored member should refer to their CREST sponsor as only the
CREST sponsor will be able to send the necessary instruction to
Euroclear.
Pursuant to the terms of the First Offer Document, Sky
Shareholders who have previously validly accepted the Offer (and
not withdrawn those acceptances in accordance with the terms of the
First Offer Document) will automatically be deemed to have accepted
the terms of the Second Increased Offer by virtue of their prior
acceptances and therefore need not take any further action.
If you have any questions about the Second Increased Offer or
are in any doubt as to how to complete the First Form of Acceptance
or the Second Form of Acceptance (if your Sky Shares are held in
certificated form), please contact the Receiving Agent, Link Asset
Services, on 0345 307 3443 (or +44 (0) 345 307 3443, if telephoning
from outside the UK), or by submitting a request in writing to Link
Asset Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU.
Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the UK will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. to 5.30
p.m., Monday to Friday excluding public holidays in England and
Wales. Different charges may apply to calls from mobile telephones
and calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits
of the Second Increased Offer nor give any financial, legal or tax
advice.
9. Level of acceptances and interests in relevant securities
Level of acceptances
As at the close of business in London on 21 September 2018,
Comcast Bidco had received valid acceptances of the Offer in
respect of a total of 3,876,293 Sky Shares (representing
approximately 0.22 per cent. of the issued ordinary share capital
of Sky) which Comcast Bidco may count towards satisfaction of the
Acceptance Condition. So far as Comcast Bidco is aware, no
acceptances have been received from persons acting in concert with
Comcast Bidco.
Further, no irrevocable undertaking or letter of intent to
accept, or procure acceptance of, the Offer have been received by
Comcast Bidco nor, so far as Comcast Bidco is aware, persons acting
in concert with it.
Interests in relevant securities
As at the close of business in London on 20 September 2018
(being the latest practicable time and date prior to the date of
this announcement), neither Comcast Bidco nor, so far as Comcast
Bidco is aware, any person acting in concert with Comcast Bidco
had:
-- any interest in, or right to subscribe in respect of, or any
short position in relation to Sky relevant securities, including
any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase
or take delivery of Sky relevant securities; or
-- borrowed or lent any Sky relevant securities (including any
financial collateral arrangements), save for any borrowed shares
which have been either on-lent or sold.
Furthermore, no dealing arrangement (of the kind referred to in
Note 11 of the definition of "acting in concert" in the Code)
exists between Comcast Bidco (or, so far as Comcast Bidco is aware,
any person acting in concert with it) and Sky in relation to Sky
Shares. For these purposes, a dealing arrangement includes any
indemnity or option arrangement, any agreement or understanding,
formal or informal, of whatever nature, relating to Sky Shares
which may be an inducement to deal or refrain from dealing in such
securities.
The references to the issued share capital of Sky in this
paragraph 9 are based on a figure of 1,719,617,230 Sky Shares in
issue on 21 September 2018.
10. Reasons for the Acquisition and Comcast's intentions
The commercial justification for the Acquisition remains
unchanged, and is as set out in paragraph 3 of the letter from
Comcast Bidco in Part II of the First Offer Document. Comcast's
intentions as to the directors, management, employees, research and
development and locations of Sky, as well as its intentions in
relation to Sky's role in supporting creative industries,
innovation, young people and local communities in the U.K. (as
outlined in paragraph 8 and paragraph 4(c), respectively, of the
letter from Comcast Bidco in Part II of the First Offer Document),
also remain unchanged.
11. Offer related arrangements
A summary of offer-related arrangements is set out in paragraph
13 of the letter from Comcast Bidco in Part II of the First Offer
Document.
12. Conditions to the Second Increased Offer
The Second Increased Offer is made subject to the same
Conditions as those set out in Part A of Appendix 1 of the First
Offer Document (as amended by Part A of Appendix 1 of this
announcement).
No conditions have been added to those set out in the First
Offer Document, and those Conditions relating to regulatory
approvals set out in paragraphs 2 to 11 (inclusive) of Part A of
Appendix 1 of the First Offer Document have been satisfied.
Since publication of the First Offer Document, Comcast Bidco has
satisfied the Condition relating to regulatory approval in Ireland.
Comcast Bidco has also been granted an extension (to 10 November
2018) to the FCA's approval which is required to satisfy the
condition contained in paragraph 11 of Part A of Appendix 1 of the
First Offer Document.
13. Compulsory acquisition, cancellation of trading and listing, re-registration
If sufficient acceptances are received and/or sufficient Sky
Shares are otherwise acquired, and assuming that all of the other
Conditions have been satisfied or waived (if capable of being
waived), Comcast Bidco intends to apply the provisions of Chapter 3
of Part 28 of the Companies Act to acquire compulsorily any Sky
Shares not acquired or agreed to be acquired by or on behalf of
Comcast Bidco pursuant to the Second Increased Offer or otherwise
on the same terms as the Second Increased Offer.
After the Second Increased Offer becomes or is declared
unconditional in all respects and if Comcast Bidco has by virtue of
its shareholdings and acceptances of the Second Increased Offer
acquired, or agreed to acquire, issued share capital carrying 75
per cent. or more of the voting rights of Sky (or the appropriate
special resolutions are otherwise passed), and subject to any
applicable requirements of the UK Listing Authority, it is intended
that Comcast Bidco will procure that Sky makes applications to
cancel the listing of Sky Shares on the UK Listing Authority's
Official List and to cancel trading in Sky Shares on the London
Stock Exchange's Main Market for listed securities.
As soon as possible after the cancellation of Sky's listing on
the Official List and admission to trading on the London Stock
Exchange's Main Market for listed securities, it is intended that
Sky will be re-registered as a private limited company.
Delisting of the Sky Shares and the re-registration of Sky as a
private limited company would significantly reduce the liquidity
and marketability of any Sky Shares in respect of which the Second
Increased Offer has not been accepted at that time. Any remaining
Sky Shareholders would become minority shareholders in a majority
controlled private limited company and may therefore be unable to
sell their Sky Shares. There can be no certainty that Sky would pay
any further dividends or other distributions or that such minority
Sky Shareholders would again be offered an opportunity to sell
their Sky Shares on terms which are equivalent to or no less
advantageous than those under the Second Increased Offer.
14. Proposals to participants in Sky Share Plans
The Second Increased Offer extends to any Sky Shares which are
issued or unconditionally allotted (including to satisfy the
exercise of options granted under the Sky Share Plans) whilst the
Second Increased Offer remains open for acceptance (or prior to
such earlier time and/or date as Comcast Bidco may, subject to the
Code, determine).
Full details on the effect of an increased offer by Comcast
Bidco on outstanding options granted pursuant to the Sky Share
Plans and on the choices available to Sky Share Plan participants
were set out in separate letters sent by Sky to such participants
on 17 August 2018.
15. Sky ADRs
The Second Increased Offer extends to all Sky Shares, including
those underlying and represented by Sky ADRs. Sky ADR Holders
should refer to the letter from the Sky ADR Depositary sent to Sky
ADR Holders on 10 September 2018 (and available on Sky's website at
https://www.skygroup.sky/corporate/investors/offers-for-sky/comcast-offer)
for additional information on how to exchange their Sky ADRs for
the underlying Sky Shares.
16. Overseas shareholders
The availability of the Second Increased Offer, and the
distribution of this announcement to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions in which such persons are resident. Such persons
should inform themselves about, and observe, any applicable legal
and regulatory requirements of their jurisdiction.
Further details in relation to Overseas Shareholders are
contained in the First Offer Document and will be contained in the
Second Offer Document. Sky Shareholders who are in any doubt about
such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.
17. General
The acquisition by Comcast Bidco of the entire issued and to be
issued share capital of Sky to be implemented by means of the
Second Increased Offer as described in this announcement and to be
set out in the Second Offer Document and Second Form of Acceptance
(the "Acquisition") will, save as set out in this announcement
(including Appendix 1), be subject to the same Conditions and
further terms and conditions as the Offer as set out in the First
Offer Document and the First Form of Acceptance. Accordingly, this
announcement should be read in conjunction with the full text of
the First Offer Document and, in respect of Sky Shares held in
certificated form, the First Form of Acceptance, copies of which
are available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Comcast's website at
www.cmcsa.com/proposal-for-sky.
The Sky Shares shall be acquired by Comcast Bidco under the
Second Increased Offer fully paid and free from all liens,
equities, charges, encumbrances, options, rights of pre-emption and
any other third party rights and interests of any nature whatsoever
and together with all rights attaching to them on or after the date
of the Original Offer Announcement, including, without limitation,
voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid,
or any other return of capital (whether by way of reduction of
share capital or share premium account or otherwise) made, on or
after the Effective Date.
Appendix 1 sets out the conditions and further terms of the
Second Increased Offer. Appendix 2 sets out the sources and basis
of certain information used in this announcement.
Robey Warshaw, Evercore, BofA Merrill Lynch, Wells Fargo, 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.
18. Definitions
Unless the context otherwise requires and save to the extent
superseded in this announcement, the definitions and rules of
interpretation used in the First Offer Document shall also apply in
this announcement.
19. Documents available on website
Copies of the following documents shall be made available on the
website of Comcast at https://www.cmcsa.com/proposal-for-sky and on
the website of Sky at
https://www.skygroup.sky/corporate/investors/offers-for-sky/comcast-offer
until the end of the Offer Period:
(a) once published, the Second Offer Document and the Second Form of Acceptance;
(b) the First Offer Document and the First Form of Acceptance;
(c) the Original Offer Announcement, the Increased Offer
Announcement, the first offer extension and acceptance level
update, the second offer extension and acceptance level update, and
this announcement;
(d) the articles of association of Comcast Bidco;
(e) the articles of association of Sky;
(f) the Confidentiality Agreement referred to paragraph 13 of
the letter from Comcast Bidco in Part II in the First Offer
Document;
(g) the irrevocable undertakings and letters of intent referred
to in paragraph 6 of Appendix 3 of the First Offer Document;
and
(h) Comcast's financing arrangements in connection with the
Acquisition as referred to in paragraph 6 of this announcement.
For the avoidance of doubt, the content of the website referred
to this paragraph 19 is not incorporated into and, save for the
information specifically incorporated by reference into this
announcement, does not form part of this announcement.
Enquiries
Comcast:
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
Sky: +44 20 7353 4200
Sky
Robert Kingston (Analysts/Investors) +44 20 7032 3726
Gavin Davis (Media) +44 20 7032 7115
Morgan Stanley
Simon Smith / Laurence Hopkins / Anthony
Zammit / Ben Grindley +44 20 7425 8000
PJT Partners
Simon Lyons / Scott Matlock / Jonathan
Hall +44 20 3650 1100
Barclays
Mark Astaire / Richard Taylor / Daniel
Ross / Hugh Moran +44 20 7623 2323
Comcast has retained Davis Polk & Wardwell LLP and
Freshfields Bruckhaus Deringer LLP as legal advisers in connection
with the matters described in this announcement. Sky has retained
Herbert Smith Freehills 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.
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 any matter
referred to in this announcement.
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 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 Second
Offer Document and the Form of Acceptance, which will contain the
full terms and conditions of the Acquisition, including details of
how to accept the Second Increased 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 Second Offer Document
and the Second Form of Acceptance (read in conjunction with the
First Offer Document and the First 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.
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
Second Increased 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. 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 Second Increased
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 Second Increased 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 Second Increased 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 Second Increased
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 Second Increased Offer, Comcast Bidco and
its affiliates and 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 Second Increased 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 Second Increased 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 Second Increased Offer, or to execute and deliver the
First Form of Acceptance or Second 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 Second
Increased 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
Second Increased 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 Second Increased 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 First Offer Document (as will be
incorporated into the Second 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, Comcast
Bidco and/or Sky 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, Comcast Bidco and/or Sky 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,
Comcast Bidco and Sky believe that the expectations reflected in
such forward-looking statements are reasonable, Comcast, Comcast
Bidco and Sky 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 Sky, 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, none
of Comcast, Comcast Bidco or Sky is under any obligation, and
Comcast, Comcast Bidco and Sky 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 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 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 and on Sky's website at
https://www.skygroup.sky/corporate/investors/offers-for-sky/comcast-offer
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.
Sky Shareholders may request a hard copy of this announcement by
contacting the Receiving Agent, Link Asset Services, on 0345 307
3443 (or +44 (0) 345 307 3443, if telephoning from outside the UK).
Sky Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form. A hard copy of such
documents, announcements (including this announcement) and
information will not be sent unless so requested.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Time
All times shown in this announcement are London times, unless
otherwise stated.
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.
APPIX 1
CONDITIONS AND FURTHER TERMS OF THE SECOND INCREASED OFFER
Part A: Conditions of the Second Increased Offer
The Second Increased Offer is made subject to the same
Conditions as those set out in Part A of Appendix 1 of the First
Offer Document, which shall be deemed to be incorporated into, and
form part of, this Appendix 1 save that any reference in Part A of
Appendix 1 of the First Offer Document to 22 August 2018 will now
be construed as a reference to 11 October 2018 and any reference to
"Offer" will now be construed as a reference to the Second
Increased Offer.
No Conditions have been added to those set out in the First
Offer Document, and those Conditions relating to regulatory
approvals set out in paragraphs 2 to 11 (inclusive) of Part A of
Appendix 1 of the First Offer Document have been satisfied.
Part B: Further terms of the Second Increased Offer
1. The Second Increased Offer is a revision of the Offer and
shall be construed accordingly.
2. The Second Increased Offer is, save as set out in this
announcement, made on and subject to the further terms and
conditions of the Offer set out in Parts B, C, D and E of Appendix
1 of the First Offer Document, which shall be deemed to be
incorporated into, and form part of, this Appendix 1.
3. Unless the context requires otherwise, any reference in the
First Offer Document, including in particular Parts B, C, D and E
of Appendix 1 of the First Offer Document, and in the First Form of
Acceptance to:
(a) "acceptance(s) of the Offer" includes acceptances and deemed
acceptances of the Offer and the Second Increased Offer;
(b) "Cash Consideration" shall mean the cash amount of GBP17.28
payable by Comcast Bidco under the Second Increased Offer in
respect of each Sky Share, as adjusted in accordance with the terms
of the Second Increased Offer to be set out in the Second Offer
Document;
(c) "Day 39" shall be replaced by 15 September 2018 (or such
other date as Comcast Bidco may decide with the agreement of the
Panel);
(d) "Day 46" shall be replaced by 27 September 2018 (or such
other date as Comcast Bidco may decide with the agreement of the
Panel);
(e) "Day 60" shall be replaced by 11 October 2018 (or such other
date as Comcast Bidco may decide with the agreement of the
Panel);
(f) "Day 70" shall be replaced by 21 October 2018 (or such other
date as Comcast Bidco may decide with the agreement of the
Panel);
(g) "Form of Acceptance" shall, where the context requires, mean
the First Form of Acceptance and/or the Second Form of
Acceptance;
(h) "Offer" shall mean the cash offer made by Comcast Bidco at
GBP17.28 per Sky Share to acquire the entire issued and to be
issued share capital of Sky subject to the Conditions and further
terms and conditions set out in the First Offer Document (as
amended and/or supplemented by the Second Offer Document) and, in
the case of Sky Shares held in certificated form, the First Form of
Acceptance and the Second Form of Acceptance, including, where the
context requires, any subsequent revision, variation, extension or
renewal of such offer;
(i) "Offer Document" or "this document" shall, where the context
requires, mean the First Offer Document and/or the Second Offer
Document and/or any subsequent document containing the Second
Increased Offer;
(j) "Original Offer" shall mean the pre-conditional cash offer
by Comcast for the entire issued and to be issued share capital of
Sky at GBP12.50 per Sky Share; and
(k) "22 August 2018" shall be replaced by 11 October 2018 except
in respect of the defined term First Closing Date which shall
continue to be defined as "1.00 p.m. (London time) on 22 August
2018".
4. Paragraph 5(b) of Part C of Appendix 1 of the First Offer
Document shall be replaced with:
"If any dividend, and/or other distribution and/or other return
of capital is announced, declared, paid or becomes payable in
respect of the Sky Shares on or after 22 September 2018, Comcast
Bidco will reduce the Cash Consideration by the amount of any such
dividend and/or other distribution and/or other return of capital,
in which case any reference in this document to the Cash
Consideration for the Sky Shares will be deemed to be a reference
to the Cash Consideration as so reduced, and the relevant eligible
Sky Shareholder will be entitled to receive and retain such
dividend and/or other distribution and/or other return of capital.
To the extent that such a dividend and/or other distribution and/or
other return of capital is announced, declared, paid or becomes
payable and is or shall be: (i) transferred pursuant to the
Acquisition on a basis which entitles Comcast Bidco to receive the
dividend or distribution or return of capital and to retain it; or
(ii) cancelled, the Cash Consideration payable shall not be subject
to change in accordance with this paragraph. Any exercise by
Comcast Bidco of its rights referred to in this paragraph shall not
be regarded as constituting any revision or variation of the
Offer."
5. The words ", to the First Closing Date" and "the definition
of Offer Period" shall be deleted from paragraph 7(l) of Part C of
Appendix 1 of the First Offer Document.
6. Acceptances of the Offer shall be deemed to be acceptances of
the Second Increased Offer. Therefore, if you have already validly
accepted the Offer, you are not required to take any further action
in respect of the Second Increased Offer. Further, an executed
First Form of Acceptance or TTE Instruction in respect of the Offer
which is received (or dated) on or after the date of this
announcement shall be treated as a valid acceptance of the Second
Increased Offer.
APPIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement, unless otherwise stated, or the context
otherwise requires, the following bases and sources have been
used:
1. Information provided by Sky states that, as at the close of
business in London on 20 September 2018, Sky had in issue
1,719,617,230 ordinary shares, of which 1,085,035 are held in
ESOP.
2. Any reference to the fully diluted share capital of Sky is based on:
(a) 1,719,617,230 Sky Shares referred to in paragraph 1 above;
(b) plus up to 50,529,137 Sky Shares which may be issued on or
after the date of this announcement on the exercise of outstanding
options or vesting of awards under the Sky Share Plans; and
(c) less 1,085,035 shares held in ESOP which will be used by Sky
to satisfy options and awards in priority to the issue of new
shares.
3. Any reference to the value of the fully diluted share capital
of Sky is based on the price of GBP17.28 per Sky Share.
4. References to the multiple to Sky Adjusted EBITDA in
paragraph 4 of this announcement have been extracted from the
announcement by Sky headed "Accept the Recommended Comcast Offer
Immediately", dated 22 September 2018.
APPIX 3
SUMMARY OF ADDITIONAL FINANCING ARRANGEMENTS
Additional Revolver Commitments
On 21 September 2018, Bank of America, N.A. and Commerzbank AG,
New York Branch agreed to increase their commitments (collectively,
the "Increased Revolving Facility Commitments") under the Revolving
Facility Agreement by an aggregate amount of $261,000,000. In
addition, on 21 September 2018, Banco Santander, S.A joined the
Revolving Facility Agreement as a new lender with a commitment of
$350,000,0000 (the "New Revolving Facility Commitment"). The total
commitments under the Revolving Facility Agreement after giving
effect to the Increased Revolving Facility Commitments and the New
Revolving Facility Commitment are $7,611,000,000.
The terms of the Increased Revolving Facility Commitments and
New Revolving Facility Commitment are identical to the terms of the
existing commitments under the Revolving Facility Agreement.
Term Facility Amendment Agreement
On 23 September, 2018, Comcast entered into the first amendment
to the existing unsecured Term Loan Agreement (the "Term Facility
Amendment Agreement"), which, among other things, provides that the
proceeds under the Term Loan Agreement may be used to finance the
acquisition of shares of Sky by or on behalf of a direct or
indirect subsidiary of Comcast, whether prior to or in the absence
of the consummation of the Acquisition. The Term Facility Amendment
Agreement also increases the maximum number of available draws
under the Term Loan Agreement from three to ten.
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
ACQPGUACBUPRUAC
(END) Dow Jones Newswires
September 24, 2018 02:16 ET (06:16 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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