21st Century Fox’s Response to Final Decision by the UK’s Secretary of State for Digital, Culture, Media and Sport to refer 21st Century Fox’s cash offer for Sky plc to the CMA on grounds of both media plurality and commitment to broadcasting
21st Century Fox (21CF) notes the statement today by the Secretary of State for Digital, Culture, Media and Sport that she intends to refer the combination of 21st Century Fox and Sky plc to the Competition and Markets Authority (CMA) on the grounds of both media plurality and genuine commitment to broadcasting standards. Yesterday we wrote to the Secretary of State expressing disappointment that she had changed her mind and decided not to follow the advice of the independent and expert regulator Ofcom regarding broadcasting standards, but informing her that we did not intend to make further representations and encouraged her to make a prompt referral. We now, therefore, look forward to engaging constructively with the CMA, as independent authority, and hope that the findings of this process will be respected by the Secretary of State.
Subject to any further delays in the decision-making process, we anticipate that the transaction will close by June 30, 2018.
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 Fox21st 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
NEC and Samsung Announce 5G Partnership Agreement24.10.2018 01:00 | Pressemelding
NEC Corporation (NEC) (TOKYO: 6701) and Samsung Electronics Co., Ltd., today announced a partnership of joint effort to strengthen their next generation business portfolio including 5G. The partnership brings together the best-in-class technology and expertise in 5G, merging NEC and Samsung’s leadership in 5G and IT solutions. It also provides mobile carriers with flexible 5G solutions that are localized for each region with customized services to meet mobile carriers’ demands efficiently. Since 5G will enable unprecedented services and business models, it is inevitable for mobile carriers to demand customized solutions and flexible network architecture. Through this partnership, both companies will satisfy these growing demands effectively by joining the best forces and capabilities from each company. "5G development based on standardization will help to accelerate business transformation throughout global markets,” said Atsuo Kawamura, Executive Vice President and President of the Ne
Coronation Fund Managers Goes Live with SmartStream’s Corporate Actions Solution23.10.2018 23:01 | Pressemelding
SmartStream Technologies, the financial Transaction Lifecycle Management (TLM®) solutions provider, today announced that Coronation Fund Managers, one of the largest independent fund managers in South Africa, has gone live with TLM Corporate Actions OnDemand – automating the complete corporate actions lifecycle. Llewellyn Smith, COO at Coronation states: “We continue to make investments in our business, specifically in technology that enhances our clients’ service experience, and which allows us to achieve greater operational efficiencies. Through SmartStream’s tailored solution, we achieve automation of our corporate actions operational processes. Given that this project ran in parallel with a number of strategic initiatives, its successful implementation was essential. We value SmartStream’s corporate actions expertise which guided us through the procedure in less than four months”. Coronation is using the TLM® Corporate Actions OnDemand solution to process mandatory and voluntary ev
EASA Approves AerTrak ADS-B Out System for Boeing 737 NG Series Aircraft23.10.2018 21:47 | Pressemelding
AerSale ®, a global supplier of mid-life aircraft, engines, used serviceable material, and MRO services, announced today that the European Aviation Safety Agency (EASA) has approved the company’s AerTrak™ ADS-B Out system on Boeing 737 NG series aircraft (10065422). Earlier this year, the Federal Aviation Administration (FAA) approved AerTrak for Boeing 737 NG series aircraft (ST04009NY) and Boeing 757-200 series aircraft (ST04011NY) to comply with the FAA’s Automatic Dependent Surveillance-Broadcast (ADS-B) Operations rule. The Boeing 757-200 series aircraft Supplemental Type Certificate (STC) is now pending EASA and National Civil Aviation Agency of Brazil (ANAC) validation. “With this validation, we demonstrate our commitment to our European customer base,” said Iso Nezaj, Chief Technical Officer at AerSale. “Operators can now choose a fully-compliant ADS-B Out system visible to all—with no certification fees. We’re working to expand AerTrak to cover additional aircraft types and lo
Greene Tweed Receives Patent for Rapid Gas Decompression-Resistant Fluoroelastomers and Molded Articles23.10.2018 21:00 | Pressemelding
The U.S. Patent Office has awarded Greene Tweed Patent Number 10,011,690 for Rapid Gas Decompression-Resistant Fluoroelastomer Compositions and Molded Articles. The innovative elastomer technology was developed by a team that included inventor Ron Campbell, PhD, Principal Scientist and Technology Leader for Elastomers in Greene Tweed’s Advanced Technology Group, to provide a competitive advantage in the Energy market and expand technology protected under a previous patent. Rapid gas decompression (RGD) often occurs when high-pressure gas molecules migrate into an elastomer at a compressed state. When the pressure surrounding the elastomer is suddenly released, the compressed gas inside the elastomer tries to expand and exit the elastomer, thus causing RGD (also known as explosive decompression). Most elastomers experience severe blistering or cracking when the force of these expanding gases overcome the strength of the surrounding material; however, materials engineered to withstand RG
Morinaga Milk Study Suggests Infant-Type Human-Residential Bifidobacteria May Benefit Infant Health by Improving Digestion of Peptides in Milk and Grains23.10.2018 18:00 | Pressemelding
Scientists at Morinaga Milk Industry Co., Ltd. (TOKYO:2264) have long theorized that Human-Residential Bifidobacteria (HRB) are superior to non-Human-Residential Bifidobacteria (non-HRB) in promoting good health outcomes. The results of a new study strengthen the evidence for this theory, showing that infant-type HRB may be able to break down incompletely digested peptides in the infants’ gastrointestinal systems and thus contribute to their overall health. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20181023005015/en/ Fig 1. Food-derived opioid peptides are potential risk factors for human health (Graphic: Business Wire) Human-Residential Bifidobacteria for Humans Morinaga Milk has been conducting research on bifidobacteria for many years, and studies over the past decades have shown that bifidobacteria play a vital role in various aspects of human health. There are two major groups of bifidobacteria: Human-Residential Bif
myPOS Founder Christo Georgiev Announces Two Upcoming myPOS Stores in Barcelona and Paris23.10.2018 16:22 | Pressemelding
Christo Georgiev, fintech entrepreneur and founder of myPOS, has confirmed his intention to open two new flagship stores in major European cities by the end of the year. The opening is part of an initiative to bring the product closer to potential customers, giving them a hands-on experience and a live demonstration of what myPOS has to offer. The two new stores will be opened in Barcelona, Spain and Paris, France – two of the most important markets for myPOS. “Our Spanish and French customers have always placed a tremendous amount of trust in us, and we in turn have worked hard to justify it,” Georgiev says. “Opening physical locations in Barcelona and Paris is an extension of that relationship. It’s important to test a product with your own hands before you choose to trust it, and if that’s true for TVs and phones why can’t it apply to POS terminals?” The Barcelona store will open as soon as November, followed shortly by the Paris one before the end of the year. myPOS has already ope