21st Century Fox Responds to CMA Issues Statement
21st Century Fox (21CF) welcomes the publication by the Competition and Markets Authority (CMA) of the Issues Statement. We look forward to the CMA process and engaging in a thorough and constructive review.
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.
Reference is made to the announcement made on 15 December 2016 by the 21st Century Fox Board and the Independent Committee of Sky that they had reached agreement 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”). The full terms and conditions of the Acquisition are set out in the announcement which was published on 15 December 2016 (the “Offer Announcement”). Terms used but not defined in this announcement (the "Announcement") have the meanings given in the Offer Announcement unless the context requires otherwise.
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. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document. Sky Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it has been dispatched.
This Announcement does not constitute a prospectus or prospectus equivalent document.
Information relating to Sky Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Sky Shareholders, persons with information rights and other relevant persons for the receipt of communications from Sky may be provided to 21st Century Fox during the Offer Period as required under Section 4 of Appendix 4 of the City Code.
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 UK should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in the UK to vote their Sky Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This Announcement has been prepared for the purpose of complying with English law and the City 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 the UK. Sky Shareholders who are in any doubt regarding such matters should consult an appropriate independent advisor 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.
Unless otherwise determined by 21st Century Fox or required by the City Code, and permitted by applicable law and regulation, the Acquisition 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 vote in favour of the Acquisition by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition 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 and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or 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 and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Further details in relation to Sky Shareholders in overseas jurisdictions will be contained in the Scheme Document.
Additional information for US investors
The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. The Acquisition is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules. If, in the future, 21st Century Fox exercises the right to implement the Acquisition by way of a takeover offer and determines to extend the offer into the US, the Acquisition will be made in compliance with applicable US laws and regulations. Financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with non-US accounting standards that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
It may be difficult for US holders of Sky Shares to enforce their rights and any claim arising out of the US federal laws in connection with the Acquisition, since Sky is located in a non-US jurisdiction, and some or all of its officers and directors reside outside of the US. Therefore, US holders of Sky Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction or passed upon the adequacy or accuracy of the information contained in this document.
US shareholders also should be aware that the transaction contemplated herein may have tax consequences in the United States and, that such consequences, if any, are not described herein. US shareholders are urged to consult with legal, tax and financial advisors in connection with making a decision regarding this transaction.
21st Century Fox reserves the right, subject to the prior consent of the Panel and the terms of the Co-operation Agreement, to elect to implement the Acquisition by way of an Offer. If the Acquisition is implemented by way of an Offer, it will be done in compliance with the applicable tender offer rules under the US Exchange Act, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. 21st Century Fox, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Sky outside such an Offer during the period in which such an Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the US and would be made in accordance with applicable law, including the US Exchange Act and the City Code.
Cautionary Statement Concerning Forward-Looking Statements
This Announcement contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Factors that could affect future results are contained in our filings with the Securities and Exchange Commission. There can be no assurance that the proposed transaction will be completed as anticipated or at all. The “forward-looking statements” included in this Announcement are made only as of the date of this Announcement and we do not have any obligation to publicly update any “forward-looking statements” to reflect subsequent events or circumstances, except as required by law.
Dealing and Opening Position Disclosure Requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk , including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Publication on Website
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.
Sky Shareholders may request a hard copy of this Announcement by contacting Equiniti Limited on 0371 384 2091. Sky Shareholders may also request that all future documents, announcements and information in relation to the Acquisition be sent in hard copy form to such Sky Shareholder.
All times shown in this Announcement are London times, unless otherwise stated.
21st Century Fox
Reed Nolte, +1 212-852-7092
Mike Petrie, +1 212-852-7130
Nathaniel Brown, +1 212-852-7746
Miranda Higham, +44 207-019-5632
Om Business Wire
(c) 2018 Business Wire, Inc., All rights reserved.
Business Wire, a Berkshire Hathaway company, is the global leader in multiplatform press release distribution.
Følg saker fra Business Wire
Registrer deg med din epostadresse under for å få de nyeste sakene fra Business Wire på epost fortløpende. Du kan melde deg av når som helst.
Siste saker fra Business Wire
Zephyr Endobronchial Valves Improve Breathing, Quality of Life and Activity for Severe Emphysema Patients in US Pivotal Trial22.5.2018 17:19 | Pressemelding
Pulmonx® Corp. today announced positive one-year results from the U.S. LIBERATE pivotal trial of the Zephyr® Endobronchial Valve, a minimally-invasive treatment for severe emphysema, an advanced form of chronic obstructive pulmonary disease (COPD). This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180522006139/en/ Zephyr Endobronchial Valves (Photo: Business Wire) “The LIBERATE Study definitively proves that Zephyr Valves offer clinically meaningful improvements in three important areas for patients – the ability to breathe better, be more active, and enjoy an improved quality of life,” said the study’s lead investigator, Gerard Criner, MD, FACP, FACCP, Chair and Professor of Thoracic Medicine and Surgery, Lewis Katz School of Medicine at Temple University. He continued, “All primary and secondary endpoints were met, with Zephyr Valve treatment showing significant improvement for patients across multiple measures of breathing a
Seoul Semiconductor Announces the Availability of a Series of AC LED Modules22.5.2018 16:03 | Pressemelding
Seoul Semiconductor, a leading global innovator of LED products and technology, announces a comprehensive series of AC LED modules that use the company’s patented Acrich AC LED technology. The modules are offered in designs from 200 to 10,000 lumens in round, rectangular and linear formats. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180522006054/en/ Seoul Semiconductor Announces the Availability of a Series of AC LED Modules (Photo: Business Wire) These AC modules integrate Seoul Semiconductor’s patented Acrich AC driver technology with the company’s advanced LEDs, enabling the design of compact light fixtures with superior lighting performance, making these modules ideal for a wide range of lighting applications. “Lighting designers who are looking to significantly reduce the size, weight, and volume of their luminaire designs can select one of our standard round, rectangular, or linear AC module designs to develop a co
Medicortex Finland Announces Agreement with Pro-Lab22.5.2018 13:58 | Pressemelding
Medicortex Finland Oy announces that it has entered into an agreement with a Canadian company Pro-Lab Diagnostics Inc. Pro-Lab will be responsible for the regulatory process and registration of the ProbTBI™ brain injury detection kit in Canada and UK. Following a brain injury, the diagnostic test will detect in urine and saliva a unique brain injury biomarker which has been discovered and characterized by Medicortex. The agreement gives Pro-Lab exclusive rights for sales in the UK and Canada from which Medicortex will receive royalties. The agreement between the parties is confidential and no other details about the content of the agreement are disclosed. Pro-Lab will be responsible for the clinical validation of the kit prior to the commercial launch in the territories. In addition to the licensing agreement, the parties intend to initiate a development collaboration, the details of which are being discussed currently. “We are very proud that Pro-Lab Diagnostics has chosen to cooperat
ResMed Studies Show Remote Monitoring and Automated Resupply Improve Adherence to PAP Therapy22.5.2018 12:55 | Pressemelding
Remote patient monitoring and resupply programs have been shown to improve patient adherence to positive airway pressure (PAP) therapy, according to two separate studies presented by ResMed (NYSE: RMD, ASX: RMD) this week at the ATS 2018 International Conference. Remote monitoring boosts compliance In the first study, medXcloud, a ResMed-assembled group of healthcare key opinion leaders, examined de-identified data of more than 2.6 million U.S. PAP users from ResMed’s world-leading remote monitoring network, AirView. Using this big data approach, researchers observed excellent adherence among patients initiating PAP therapy: 75 percent achieved the CMS compliance threshold.* This rate compares very favorably with that of non-cloud-connected PAP therapy and other chronic medical therapies – both around 50 percent. Plus, the large sample suggests that the findings are generalizable and likely to reflect real-world clinical care. Resupply program boosts long-term compliance In a separate
FLIR Launches Radar and Thermal Products for Border Patrol and the Dismounted Warfighter22.5.2018 12:00 | Pressemelding
FLIR Systems, Inc. (NASDAQ: FLIR) today announced the availability of three products for use by global militaries and government agencies including border patrol agents. These products include two FLIR Ranger® mid-range panel radars, one with airborne drone and ground target detection, and the Recon® V UltraLite thermal monocular. The products, unveiled at the Special Operations Forces Industry Conference (SOFIC) 2018 in Tampa, Florida, are part of FLIR’s Soldier Solutions family and demonstrate the company’s commitment to deliver the most advanced equipment to armed services personnel. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180522005421/en/ FLIR Ranger R8SS-3D drone-detecting radar can detect over 500 threats and their exact locations simultaneously (Photo: Business Wire) The FLIR Ranger R8SS-3D and R8SS radars, part of FLIR Ranger family of radars, offer mid-range detection capability for both fixed-based installat
Phil Brakewell Set to Lead WilsonHCG's Executive Search Efforts Across EMEA; Forbes Ranks WilsonHCG Among Best Executive Recruiting Firms22.5.2018 12:00 | Pressemelding
WilsonHCG, global leader and premium provider of innovative talent solutions, further expands its Executive Search division with the appointment of Director Phil Brakewell. Phil, who brings more than 14 years of talent acquisition leadership experience and most recently served as Head of Executive Search for ResourceBank, will be responsible for leading WilsonHCG’s efforts in the EMEA region. Prior to joining ResourceBank, Phil held consultant and resourcing leadership positions at Hitchenor Wakeford and The Caudwell Group – where he was responsible for developing the business internationally and drove innovative search solutions on behalf of a diverse range of clients. “WilsonHCG’s reputation speaks for itself,” said Phil. “WilsonHCG tailors its key service offerings – including Executive Search – to suit individual client needs, and I am thrilled to be part of such a dedicated, innovative team. The new Director position, covering EMEA, demonstrates our commitment to both Executive Se