NEW YORK. [ME NewsWire] Twenty-First Century Fox, Inc. (“21st Century Fox”) today announced that it has reached agreement with Sky plc (“Sky”) on the terms of a recommended pre-conditional cash offer by 21st Century Fox for the fully diluted share capital of Sky which 21st Century Fox and its affiliates do not already own (the “Acquisition”).
Under the terms of the Acquisition, Sky shareholders will be entitled to receive for each Sky share £10.75 in cash.
The price of £10.75 per Sky share represents:
• a premium of approximately 40 per cent. to the closing price of £7.69 per Sky share on December 6, 2016, being the last business day before the date on which an initial proposal was received from 21st Century Fox by Sky;
• a premium of approximately 36 per cent. to the closing price of £7.90 per Sky share on December 8, 2016, being the last business day before the start of the offer period; and
• a multiple of approximately 11.4 times Sky’s adjusted earnings before interest, tax, depreciation and amortisation of £2,178 million for the twelve month period ended June 30, 2016.
21st Century Fox currently anticipates that the Acquisition will complete before the end of 2017. Under the terms of the Acquisition, if the Effective Date (as defined in the UK Announcement) has not occurred on or before December 31, 2017, Sky shareholders shall be entitled to receive a special dividend of 10 pence per Sky share, payable in 2018.
The price of £10.75 per Sky share shall be reduced to the extent that:
• the dividend in respect of the six months ending December 31, 2017 exceeds 13.06 pence per Sky share; and
• the dividend in respect of the year ending June 30, 2018 exceeds 21.8 pence per Sky share.
Sky will not pay any dividends in 2017.
The Cash Consideration implies a value of approximately £11.7 billion ($14.8 billion based upon an exchange rate of USD:GBP 1.27) for the fully diluted ordinary share capital of Sky (excluding the Sky shares already owned by 21st Century Fox and its affiliates).
The independent committee of Sky intends to recommend unanimously that unaffiliated Sky shareholders vote in favour of the Acquisition.
Commenting on the Acquisition, 21st Century Fox said: “As the founding shareholder of Sky, we are proud to have participated in its growth and development. The strategic rationale for this combination is clear. It creates a global leader in content creation and distribution, enhances our sports and entertainment scale, and gives us unique and leading direct-to-consumer capabilities and technologies. It adds the strength of the Sky brand to our portfolio, including the Fox, National Geographic and Star brands.”
“Sky is a creative, commercial, and consumer powerhouse delivering its own content to customers across all platforms. Sky is the #1 PayTV brand in all its key markets, with an exciting growth runway in each. The enhanced capabilities of the combined company will be underpinned by a more geographically diverse and stable revenue base. It will also create an improved balance between subscription, affiliate fee, advertising and content revenues. This combination creates an agile organization that is equipped to better succeed in a global market.”
The Acquisition is subject to a number of pre-conditions and conditions as set forth in the UK Announcement released today in accordance with Rule 2.7 of the UK City Code on Takeovers and Mergers, including the receipt of regulatory approvals and the approval of Sky’s shareholders.
This announcement should be read in conjunction with the full announcement, which includes additional information about the terms of the Acquisition, the Co-operation Agreement 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 https://www.21cf.com/investor-relations/possible-offer-sky-plc (the “UK Announcement”).
21st Century Fox entered into the Co-operation Agreement with Sky pursuant to which 21st Century Fox and Sky agreed to take certain steps to facilitate completion of the Acquisition. The Co-operation Agreement provides for a £200 million break fee payable by 21st Century Fox in the event that regulatory approvals are not obtained prior to the longstop date described in the agreement.
To provide financing in connection with the Acquisition, 21st Century Fox and its 100% owned subsidiary 21st Century Fox America, Inc. entered into a Bridge Credit Agreement with Goldman Sachs Bank USA, Deutsche Bank Securities Inc. and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners. The Bridge Credit Agreement provides for borrowings of up to £12.2 billion.
Conference Call Details
21st Century Fox will host a conference call on December 15, 2016, to discuss the transaction. The call will begin at 8 a.m. Eastern Time (1:00 p.m. U.K. Time) and a replay will be available on 21st Century Fox’s website at https://www.21cf.com/investor-relations beginning immediately after the call.
About 21st Century Fox
21st Century Fox is the world's premier portfolio 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 Network, National Geographic Channels, STAR India, 28 local television stations in the U.S. and more than 300 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. The Company also holds approximately 39.1 per cent. of the issued shares of Sky, Europe’s leading entertainment company, which serves 22 million customers across five countries.
For more information about 21st Century Fox, please visit www.21CF.com.
Sky is Europe’s leading entertainment company. As at 30 June 2016, Sky served approximately 22 million customers across five countries: Italy, Germany, Austria, the UK and Ireland.
Sky has annual revenues of approximately £12 billion and is Europe’s leading investor in television content with a combined programming budget of over £5 billion. Sky employs more than 30,000 people as at 30 June 2016 and supports an estimated 130,000 jobs across Europe.
The majority of Sky’s revenue is derived from retailing pay television services both in the home and on the move. In the UK and Ireland, Sky also offers customers broadband and telephony products, including internet via DSL, fibre and WiFi, and has recently established a mobile offering. Sky retails TV services to commercial customers and operates adjacent businesses which include wholesaling Sky’s channels to other providers and selling advertising on Sky’s own and partner channels. Sky also sells both Sky originated television programmes and third party television programmes internationally through ‘Sky Vision’.