TIDMSKY
RNS Number : 4669D
Comcast Corporation
09 October 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
9 October 2018
RECOMMED MANDATORY SUPERIOR CASH OFFER FOR SKY
UNCONDITIONAL AS TO ACCEPTANCES AND WHOLLY UNCONDITIONAL
COMMENCEMENT OF 20 BUSINESS DAY NOTICE PERIOD
FOR THE CANCELLATION OF LISTING
1. Acceptance condition satisfied and Mandatory Offer wholly unconditional
Comcast Bidco is pleased to announce that it has completed the
acquisition of Sky Shares held by 21st Century Fox and the
acceptance condition (the "Condition") to its Mandatory Offer for
Sky has now been satisfied.
Accordingly, the Mandatory Offer has become unconditional as to
acceptances and, as the Condition was the only condition to the
Mandatory Offer, the Mandatory Offer is also wholly
unconditional.
Brian L. Roberts, Chairman and CEO of Comcast Corporation,
said:
"We are pleased today to be the majority owner of Sky. Led by
Jeremy Darroch and his superb team -- now together with Comcast --
our combined global leadership in technology and content paves the
way for us to accelerate investment and growth in Sky's brand and
premier platforms. We are also fully committed to ensuring Sky
News' future, maintaining its editorial independence, and
preserving its strong track record for trusted, high quality,
impartial news."
Jeremy Darroch, Group Chief Executive Officer of Sky plc,
said:
"Comcast have committed to investment in Sky, including our
Osterley and European headquarters and we very much look forward to
working with Brian and the Comcast team to achieve further growth
and development of Sky's business. Separately, Sky News will
benefit greatly from Comcast's funding commitments over the coming
years and the arrangements that will be put in place to preserve
and enhance its editorial independence."
2. Level of acceptances and interests in relevant securities
As at 1.00 p.m. (London time) on 9 October 2018, Comcast Bidco
had received valid acceptances of the Mandatory Offer in respect of
a total of 44,188,995 Sky Shares representing approximately 2.56
per cent. of Sky's issued ordinary share capital.
Comcast notes that each member of the Sky Independent Committee
who owns Sky Shares has accepted the Mandatory Offer in respect of
their own beneficial holdings of 1,048,937 Sky Shares representing,
in aggregate, approximately 0.06 per cent. of the share capital of
Sky.
Additionally, following acquisitions by Comcast Bidco of Sky
Shares in the market representing in aggregate 648,601,195 Sky
Shares (representing approximately 37.72 per cent. of Sky's issued
ordinary share capital), and following completion of the
acquisition of 672,783,139 Sky Shares from 21st Century Fox or its
affiliates (representing approximately 39.12 per cent. of the
issued ordinary share capital of Sky), Comcast Bidco holds in
aggregate 1,321,384,334 Sky Shares, representing approximately
76.84 per cent. of Sky's issued ordinary share capital.
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 Mandatory Offer have been received by
Comcast Bidco nor, so far as Comcast Bidco is aware, persons acting
in concert with it.
Accordingly, as at 1.00 p.m. (London time) on 9 October 2018,
Comcast Bidco may count 1,365,573,329 Sky Shares (representing over
75 per cent. in aggregate of Sky's issued ordinary share capital)
towards satisfaction of the Condition to the Mandatory Offer.
Save as disclosed above, as at the close of business in London
on 8 October 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 has:
-- 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.
The references to the issued share capital of Sky in this
paragraph 2 are based on a figure of 1,719,617,230 Sky Shares in
issue on 9 October 2018.
3. Continuation of Mandatory Offer and delisting
The Mandatory Offer will remain open for acceptance until
further notice. At least 14 days' notice will be given by an
announcement before the Mandatory Offer is closed.
As Comcast Bidco has by virtue of its shareholdings and
acceptances of the Mandatory Offer (or deemed acceptances thereof)
acquired, or agreed to acquire, issued share capital carrying 75
per cent. or more of the voting rights of Sky, subject to any
applicable requirements of the UK Listing Authority, Comcast Bidco
will now 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.
It is anticipated that cancellation of Sky's listing on the
Official List and admission to trading on the London Stock
Exchange's Main Market will take effect no earlier than 20 Business
Days after the date of this announcement. Comcast Bidco therefore
confirms that the notice period has commenced and that the
anticipated date of cancellation is 7 November 2018.
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
Mandatory 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 Mandatory Offer.
4. Actions to be taken
Sky Shareholders who have not yet accepted the Mandatory Offer
are urged to do so as soon as possible in accordance with the
following procedures:
-- if you hold your Sky Shares, or any of them, in certificated
form (that is, not in CREST), you should complete and return a Form
of Acceptance as soon as possible;
-- if you hold your Sky Shares, or any of them, in
uncertificated form (that is, in CREST), you should ensure that an
Electronic Acceptance is made by you or on your behalf and that
settlement occurs as soon as possible.
Full details on how to accept the Mandatory Offer are set out in
the Mandatory Offer Document and the Forms of Acceptance. The
Mandatory Offer Document is available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Comcast's website
(www.cmcsa.com/proposal-for-sky).
Sky Shareholders with any questions relating to this
announcement or the completion and return of a Form of Acceptance
or the making of an Electronic Acceptance (as the case may be)
should contact the Receiving Agent, Link Asset Services, on 0345
307 3443, (if calling within the UK) or on +44 (0) 345 307 3443 (if
calling from outside the UK). Lines are open Monday to Friday 9.00
a.m. to 5.30 p.m. (London time).
5. Compulsory acquisition and settlement of consideration
If Comcast Bidco receives acceptances under the Mandatory Offer
in respect of, and/or otherwise acquires, both 90 per cent. or more
in value of the Sky Shares to which the Mandatory Offer relates and
90 per cent. or more of the voting rights carried by those shares,
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 Mandatory Offer (or deemed to be so acquired, as
the case may be).
Settlement of consideration will be made within 14 (or, to the
extent practicable, 7 to 10) days of the date of this announcement
to those Sky Shareholders whose valid acceptances have already been
received in the manner described in the Mandatory Offer Document
(or the First Offer Document, as the case may be). Settlement of
consideration in respect of valid acceptances received after the
date of this announcement will be made within 14 (or, to the extent
practicable, 7 to 10) days after receipt of each such
acceptance.
6. Definitions
Unless the context otherwise requires and save to the extent
superseded in this announcement, the definitions and rules of
interpretation used in the mandatory offer document published by
Comcast Bidco on 27 September 2018 in respect of the Mandatory
Offer (the "Mandatory Offer Document") shall also apply in this
announcement.
Enquiries
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 +44 20 7353 4200
Comcast has retained Davis Polk & Wardwell LLP and
Freshfields Bruckhaus Deringer 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.
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 Mandatory
Offer Document (read in conjunction with the First Offer Document)
and the Forms of Acceptance, which contain the full terms and
conditions of the Acquisition, including details of how to accept
the Mandatory 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 Mandatory Offer Document (read in
conjunction with the First Offer Document) and the Forms 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.
Important information for U.S. shareholders and Sky ADR
Holders
Sky is a public limited company incorporated in England. The
Mandatory 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 Mandatory 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 Mandatory 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 Mandatory 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. 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.
The Mandatory 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 Mandatory 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 Mandatory 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 Mandatory
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 Mandatory
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 Mandatory 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
Mandatory Offer 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 Mandatory 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 and/or
Comcast Bidco 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 and/or Comcast Bidco 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 and/or
Comcast Bidco, 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 and/or Comcast Bidco believe that the
expectations reflected in such forward-looking statements are
reasonable Comcast and Comcast Bidco 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 and/or Comcast Bidco, 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 and/or Comcast
Bidco is under any obligation, and Comcast and/or Comcast Bidco
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 and/or Comcast Bidco 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 and/or Comcast Bidco, as
appropriate.
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.
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
ACQUGGRPUUPRGCB
(END) Dow Jones Newswires
October 09, 2018 10:47 ET (14:47 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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