Comcast announces GBP12.50 per share cash offer for Sky
Comcast (CMCSA) published a Rule 2.7 announcement under the City Code on Takeovers and Mergers announcing its pre-conditional “superior” cash offer for the entire issued and to be issued share capital of Sky (SKYAY).
In the UK Announcement, Comcast announced that it intends to make the following commitments regarding Sky and investment in the UK: Maintain annual expenditure in Sky News for ten years, at a level not less than incurred in Sky’s 2017 financial year; Establish an editorial Sky News board with the responsibility to ensure the editorial independence of Sky News for ten years; Maintain Sky’s UK headquarters in Osterley for five years; and Not acquire any majority interest in UK newspapers for five years.
Additionally, Comcast reaffirmed the following statements of intention given in its Rule 2.4 announcement on February 27, 2018: Continue to support the creative industries in the UK and increase investment in UK film and TV production; Support innovation in the UK by continuing to support Sky’s technology hub in Leeds; Continue to support young people in the UK by maintaining Sky’s Software Engineering Academy scheme; and Continue to support Sky’s local community sports programs in the UK.
Comcast believes that, combined, Comcast and Sky will create a business equipped to compete more effectively in a rapidly changing and highly competitive industry.
Together, the companies would be well positioned to drive growth to provide attractive returns to Comcast shareholders and to benefit the employees and customers of both organizations.
Under the terms of the Acquisition, Sky shareholders will be entitled to receive GBP 12.50 in cash for each Sky share.
In addition, Sky shareholders shall be entitled to receive any final dividend in respect of Sky’s financial year ended June 30, 2018, up to an amount of 21.8 pence per Sky share, which is declared and paid prior to the Effective Date.
Comcast’s cash offer represents a 16 percent premium to the existing Twenty-First Century Fox, (FOXA) offer, and implies a value of $31 billion for the fully diluted share capital of Sky.
To provide financing in connection with the Acquisition, Comcast entered into an unsecured bridge credit agreement in an aggregate principal amount of up to GBP 16 billion and an unsecured term loan credit agreement in an aggregate principal amount of up to GBP 7 billion.
The Acquisition is subject to a number of pre-conditions and conditions as set forth in the UK Announcement, including receipt of antitrust and regulatory approvals and securing valid acceptances carrying in aggregate more than 50 percent of the voting rights then normally exercisable at a general meeting of Sky.
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