21st Century Fox has increased its bid to acquire the 61% of the hotly-contested Sky that it does not currently own. Rupert Murdoch’s Hollywood studio has reached an agreement with Sky’s Independent Committee for the higher offer at a price of £14 for each Sky share. This values the European pay-TV group at $32.5B, trumping Comcast’s earlier $31B (£12.50 per share) offer.
Fox’s latest bid represents a premium of approximately 82.1% to the closing price of £7.69 per Sky share on December 6, 2016, ahead of its initial offer, and an increase of 30.2% on 21CF’s first £10.75 per share offer. It’s also 12% bigger than Comcast’s last bid and a multiple of approximately 14.1x Sky’s adjusted EBITDA of £2.3B for the 12-month period ended December 31, 2017.
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Fox’s long-coveted acquisition of Sky remains subject to the approval of the newly-installed UK Secretary of State for Digital, Culture, Media and Sport, Jeremy Wright. On Tuesday, he said he intends to announce his final decisions by tomorrow July 12.
Under the terms of the increased 21CF offer, Sky shareholders will be entitled to receive £14 in cash for each Sky share and this increased price includes an amount in lieu of a final dividend for the financial year ended June 30, 2018. It is intended that the acquisition will be implemented by a “scheme of arrangement,” a legal agreement between 21CF and its shareholders, however, 21CF reserves the right to implement the acquisition by means of a takeover offer. 21CF currently anticipates that the acquisition will complete in the third quarter of 2018.
Fox said early Wednesday morning, “As the founding shareholder of Sky, we have remained deeply committed to bringing these two organizations together to create a world-class business positioned to deliver the very best entertainment experiences well into the future. We strongly believe that a combined 21CF and Sky will be a powerful driver for the continued growth and vibrancy of the UK and broader global creative industries. The enhanced scale and capabilities of the combination will enrich Sky’s ability to continue on its mission for years to come, especially at a time of dynamic change in our industry. This transformative transaction will position Sky so that it can continue to compete within an environment that now includes some of the largest companies in the world, but none of whom have demonstrated the same local depth of investment and commitment to the UK and to Europe.
“We said when we announced our proposed acquisition of Sky that we were firmly committed to UK’s creative industries and the contribution they make to the UK economy. We remain committed to the UK and believe that our offer for Sky will bring the best value for all the company’s stakeholders and are delighted that the Independent Board of Sky has recommended our offer to its shareholders.”
The offer follows 21CF and Disney amended merger agreement on June 20, which is subject to regulatory and shareholder approval, and is expected to complete within six to 12 months after June 20, 2018. However, completion of the Sky acquisition is not a condition to completion of the Disney deal, nor will it affect the amount or form of consideration that stockholders of 21CF receive in the Disney transaction, Fox said.
Rupert Murdoch’s company further added that Disney has provided its consent to the increased debt that would be incurred by 21CF as a result of the increased Sky offer. Also, in the event that the Disney transaction does not complete due to the failure to obtain regulatory approvals or in certain other limited circumstances, Disney has agreed to reimburse 21CF for an amount equal to the difference between the cash consideration of £14 and £13 for each share of Sky purchased by 21CF pursuant to the increased 21CF offer, plus any interest and fees on such amount.
Comcast is expected to lodge a formal $31B bid for Sky later this week. The company has until Friday July 13 to publish the full terms of the $31B offer that it made on February 27. Analysts believe that a bidding war between 21st Century Fox and Comcast could lead to bids of up to £15 or £16 per share, valuing Sky at between $35B and $37B.
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