Spettacolo
21st Century Fox Announces Increased Recommended Pre-Conditional Cash Offer for Sky PLC
The price of £14.00 per Sky share represents:
The Acquisition remains subject to one outstanding precondition, being the approval of the UK Secretary of State. On 10 July 2018 , the UK Secretary of State stated that he intends to announce his final decisions by 12 July 2018 .
Under the terms of the Increased 21CF Offer, Sky shareholders will be entitled to receive for each Sky share £14.00 in cash. The increased price includes an amount in lieu of a final dividend in respect of the financial year ended 30 June 2018. It is intended that the Acquisition will be implemented by means of a scheme of arrangement (the "Scheme") under applicable UK law. However, 21CF reserves the right to implement the Acquisition by means of a takeover offer.
The Sky Independent Committee announced that in the context of the substantial premium achieved for shareholders, it agreed that, in the event 21CF elects to switch from the Scheme to a contractual offer, 21CF may reduce the minimum acceptance condition on such a contractual offer from a majority of the Sky Shares held by Sky shareholders unaffiliated with 21CF (as would otherwise be required by the provisions of the Co-operation Agreement that survived termination on 25 April 2018 ), to a simple majority of the Sky Shares (including those held by 21CF and its affiliates). The Sky Independent Committee announced that it intends to unanimously recommend that the Sky shareholders unaffiliated with 21CF: (i) vote in favour of the Scheme to implement the Increased 21CF Offer at the Sky shareholders meeting; and (ii) take no action in relation to the Comcast Offer.
21CF currently anticipates that the Acquisition will complete in the third calendar quarter of 2018.
"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."
On 20 June 2018 , 21CF and Disney and certain of Disney's wholly-owned subsidiaries entered into an amended and restated merger agreement, pursuant to which Disney has agreed to acquire for a price of US$38.00 per 21CF share, subject to certain adjustments, the same businesses Disney agreed to acquire under the previously announced merger agreement between 21CF and Disney (the "Disney Transaction").
The Disney Transaction is subject to certain conditions precedent, including regulatory and shareholder approval, and is expected to complete within 6 to 12 months after 20 June 2018. Completion of the Sky acquisition is not a condition to completion of the Disney Transaction. Completion of the Sky acquisition will not affect the amount or form of consideration that stockholders of 21CF receive in the Disney Transaction.
Disney has provided its consent to the increased indebtedness that would be incurred by 21CF as a result of the Increased 21CF 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 £14.00 and £13.00 for each share of Sky purchased by 21CF pursuant to the Increased 21CF Offer, plus any interest and fees on such amount.
This announcement should be read in conjunction with the full announcement, which includes additional information about the terms of the Increased Offer and the Bridge Credit Agreement described below, which was issued in accordance with Rule 2.7 of the UK City Code on Takeovers and Mergers, and which can be found on our website at www.21cf-offer-for-sky.com/en/home/ (the "UK Announcement").
21st Century Fox is one of the world's leading portfolios of cable, broadcast, film, pay TV and satellite assets spanning six continents across the globe. Reaching more than 1.8 billion subscribers in approximately 50 local languages every day, 21st Century Fox is home to a global portfolio of cable and broadcasting networks and properties, including FOX, FX, FXX, FXM, FS1, Fox News Channel, Fox Business Network, FOX Sports, Fox Sports Regional Networks, National Geographic Channels, Star India, 28 local television stations in the U.S. and more than 350 international channels; film studio Twentieth Century Fox Film; and television production studios Twentieth Century Fox Television and a 50 per cent ownership interest in Endemol Shine Group. 21st Century Fox also holds approximately 39.1 per cent of the issued shares of Sky, Europe's leading entertainment company, which serves nearly 23 million households across five countries. For more information about 21st Century Fox, please visit www.21CF.com.
Sky
Sky
In connection with the proposed transaction among The Walt Disney Company ("Disney") and Twenty-First Century Fox, Inc. ("21CF") and TWDC Holdco 613 Corp. ("New Disney"), New Disney has filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (File No. 333-225850) (as amended, the "Form S-4"), which was declared effective by the SEC on June 28, 2018 . The Form S-4 includes an updated joint proxy statement of Disney and 21CF and also constitutes a prospectus of New Disney (the "updated joint proxy statement/prospectus"). The updated joint proxy statement/prospectus was mailed to the respective stockholders of Disney and 21CF on or about June 28, 2018 . This updated joint proxy statement/prospectus replaces the definitive joint proxy statement/prospectus which Disney and 21CF previously filed with the SEC on May 24, 2018 and mailed to their respective stockholders on or about June 1, 2018 (the "original joint proxy statement/prospectus"). 21CF will file with the SEC a registration statement for a newly formed subsidiary ("New Fox"), which is contemplated to own certain assets and businesses of 21CF not being acquired by Disney in connection with the proposed transaction. 21CF, Disney and New Disney may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Form S-4, the updated joint proxy statement/prospectus or the registration statement of New Fox or any other document which 21CF, Disney or New Disney may file with the SEC.
Investors and security holders may obtain free copies of the registration statements and the updated joint proxy statement/prospectus and, when available, other documents filed with the SEC by 21CF, Disney and New Disney through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of:
21CF, Disney, New Disney and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding 21CF's directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is available in 21CF's Annual Report on Form 10-K for the year ended June 30, 2017 and its proxy statement filed on September 28, 2017 , which are filed with the SEC. Information regarding Disney's directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is available in Disney's Annual Report on Form 10-K for the year ended September 30, 2017 and its proxy statement filed on January 12, 2018 , which are filed with the SEC. A more complete description is available in the registration statement on Form S-4 and the updated joint proxy statement/prospectus, and will be available in the registration statement of New Fox.
This announcement will be made available free of charge, subject to certain restrictions in relation to persons resident in Restricted Jurisdictions, at www.21CF-offer-for-Sky.com by no later than 12 noon ( London time) on the day after the announcement is made.
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.
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