21CF and Comcast had been mandated by the UK’s Takeover Panel, the body that regulates M&A in the country, to enter an auction process to conclude a final bid in the long-drawn saga to take control of Sky. The auction procedure consisted of three rounds and concluded with Comcast offering £17.28 per Sky share implying a value of £30.6 billion ($40.0 billion) for the fully diluted share capital of Sky. By contrast, Sky revealed, 21CF’s offer was £15.67 per share. Under the protocol of the auction, these bids are now incapable of being increased.
In an official statement regarding the bid, Sky says that as the price of the final Comcast Offer was “materially superior”, it would be in the best interests of all its shareholders to accept the cableco’s bid. As a result, the company’s Independent Committee, set up to ensure fiduciary duties regarding the saga of the acquisition, unanimously recommended that Sky shareholders accept the Comcast Offer, and in order to ensure the successful closing of the Comcast Offer, urged shareholders to accept “immediately”. The Independent Committee advises independent Sky shareholders to take no action in relation to the 21CF offer.
The committee added that throughout the extended offer period, it has focused on maximising value for Sky shareholders. It noted that this included the negotiation of a Cooperation Agreement with 21CF in December 2016 which included certain safeguards for independent shareholders, including a standstill preventing 21CF from acquiring shares. This Cooperation Agreement facilitated the then recommended offer by 21CF but preserved a level playing field in order not to foreclose any potential competitive interest.
“We consider the Comcast Offer to be an excellent outcome for Sky shareholders, and we are recommending it as it represents materially superior value. We are focused on drawing this process to a successful and swift close and therefore urge shareholders to accept the recommended Comcast Offer,” commented Martin Gilbert, Chairman of the Independent Committee of Sky. “On behalf of the Independent Committee of Sky, I wish to thank Jeremy and Andrew for their outstanding leadership of the business throughout the twenty-one month bid process and congratulate everyone at Sky on creating such a successful company that has attracted strategic interest from one of the world’s greatest media companies.” – Rapid Tv News