21st Century Fox’s Response to Statement by the UK’s Secretary of State for Digital, Culture, Media and Sport
21st Century Fox (21CF) notes today’s statement by the Secretary of State for Digital, Culture, Media and Sport that she continues to consider the representations that have been made before she makes her decision on 21CF’s proposed acquisition of the remaining shares of Sky.
We welcomed the recent statement by the Secretary of State that “Ofcom is unequivocal” regarding 21CF’s genuine commitment to broadcasting standards, following advice from the independent regulator which found “there are no broadcasting standards concerns which may justify a reference by the Secretary of State to the Competition and Markets Authority.” For over 25 years, 21CF and Sky have been proud broadcasters of good standing in the UK, a responsibility we take very seriously. We also welcomed Ofcom’s decision of 29th June that Sky would remain ‘fit and proper’ to hold a broadcasting licence after this proposed combination.
In respect of the media plurality public interest consideration, we have proposed comprehensive undertakings to address the points raised by Ofcom. We were pleased Ofcom concluded that these undertakings to maintain the editorial independence of Sky News would mitigate any concerns around media plurality. Consequently, we are disappointed that the Secretary of State remains minded to refer on plurality.
We respect the importance of regulatory scrutiny, and we continue in our commitment to work constructively with authorities as we have done since this process began. In light of the transaction’s benefits to the UK creative economy, we would urge the Secretary of State to complete the regulatory process expeditiously. 21CF has believed in Sky for over 25 years, and together we have been passionate supporters of the UK creative industries, and built one of the world’s most distinctive brands. Combining 21CF and Sky would create a global powerhouse well positioned to deliver the very best in content and viewing experiences for customers, while securing the UK’s place as a global player in the creative economy.
Notes to Editors:
|1.||The proposed acquisition has been cleared on public interest and plurality grounds in all of the markets in which Sky operates outside of the UK, including Austria, Germany, Italy and the Republic of Ireland.|
|2.||The acquisition has also received unconditional clearance by all competent competition authorities.|
|3.||Sky is Europe’s biggest investor in content, with over £5 billion invested a year. In the UK alone, 21CF and Sky together invested around £700m last year in original production and we are committed to invest at least at that level with Sky headquarters in Osterley as our flagship UK presence.|
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
Bentley Systems Releases Open-Source Library: iModel.js17.10.2018 08:58 | Pressemelding
Bentley Systems, Incorporated, the leading global provider of comprehensive software solutions for advancing the design, construction, and operations of infrastructure, today announced the initial release of its iModel.js library, an open-source initiative to improve the accessibility, for both visualization and analytical visibility, of infrastructure digital twins. iModel.js can be used by developers and IT professionals to quickly and easily create immersive applications that connect their infrastructure digital twins with the rest of their digital world. iModel.js is the cornerstone of Bentley’s just-announced iTwin™ Services that combine iModelHub, reality modeling, and web-enabling software technologies within a Connected Data Environment (CDE) for infrastructure engineering. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20181017005008/en/ Bentley Systems Releases Open-Source Library: iModel.js.(Photo: Business Wire) Be
WHOOP, the Human Performance Company, Launches in Europe17.10.2018 07:00 | Pressemelding
WHOOP, the human performance company, is now available to European consumers for the first time. Launched in the US in 2014, WHOOP is now shipping to countries throughout Europe via the WHOOP website. Initial countries include Belgium, Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, Spain, Sweden and the United Kingdom. Many pro athletes and teams across Europe are already using WHOOP, which was first made available to consumers in the US in 2016. WHOOP was co-founded in 2012 by former Harvard students Will Ahmed, John Capodilupo and Aurelian Nicolae. As captain of Harvard’s D1 squash team, Ahmed, the company's CEO, found that he and his teammates frequently over trained, misinterpreted fitness peaks, and underestimated recovery and sleep, often leading to injury. He became inspired by a simple idea: Humans, especially athletes, could optimize their daily performance if they had a systematic approach to understanding their bodies. The WHOOP Strap 2.0 is a wearable d
project44 and Gatehouse Logistics Announce Exclusive Partnership17.10.2018 07:00 | Pressemelding
project44 (p44) and Gatehouse Logistics jointly announced today that they have entered into an exclusive, multinational agreement which will provide secure and authorized access to the largest visibility network across North America and Europe. Ultimately, accelerating the ability for both technology providers to deliver visibility solutions across multiple transportation modes and geographies. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20181017005211/en/ End-to-end supply chain visibility is critical for complex global organizations looking to monitor global operations, increase efficiencies and improve the overall customer experience. This first of its kind multinational partnership provides visibility into key transportation processes, ensuring global organizations can accurately see and proactively respond to all events in their supply chain at the “speed of thought.” Gatehouse Logistics CEO Jesper Bennike commented th
Biogen and Samsung Bioepis Announce European Launch of IMRALDI™(adalimumab), Solidifying Leadership in European Anti-TNF Market17.10.2018 06:18 | Pressemelding
Biogen (Nasdaq:BIIB) and Samsung Bioepis Co., Ltd. today announced the European launch of IMRALDI™ (adalimumab), a biosimilar referencing HUMIRA®. Starting today, IMRALDI™ will begin launching in major markets across Europe. The launch of IMRALDI™ marks a significant milestone for Biogen and Samsung Bioepis, as the adalimumab product is the third anti-TNF biosimilar developed by Samsung Bioepis to be commercialized by Biogen across Europe. BENEPALI™ (etanercept) and FLIXABI™ (infliximab) were approved in 2016, and have approximately 100,000 patients currently under treatment with more than 6 million doses administered across 25 and 14 countries, respectively.ii “We look forward to increasing patient access to this important medicine by leveraging our industry-leading position in the European anti-TNF market,” said Ian Henshaw, Head of Biogen’s Biosimilars Unit. “The launch of IMRALDI marks what we believe to be a landmark moment for Biogen and Samsung Bioepis and for European healthcar
Durabook Delivers World’s Toughest Semi-Rugged Computer17.10.2018 06:00 | Pressemelding
Durabook, the global brand fully owned by Twinhead International Corporation, has today introduced the most durable semi-rugged computer ever created. The Durabook S14I greatly exceeds all existing devices in its class in both drop height and IP ratings. Built with 8th generation Intel® CPU and a wide selection of I/O options, the S14I is ideal for demanding working environments of public safety, government, military and field service. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20181016006151/en/ Durabook S14I Features Class-Leading Drop Height and IP Ratings along with 8th Generation Intel CPU Power (Photo: Business Wire) “As the definition of the modern workplace expands, the line between what is office and what is field are often becoming blended” said Fred Kao, CEO of Twinhead. “So we are blending the line between what is a semi-rugged and what is a fully-rugged. Under the form factor of a traditional semi-rugged lapto
DIA Drives Debates and Solutions at the Crossroads of Healthcare17.10.2018 06:00 | Pressemelding
DIA, founded as the Drug Information Association, announced three keynote speakers for the upcoming DIA Europe 2019 annual meeting: Dave deBronkart, ‘e-Patient Dave’; Hans Lehrach, Director at the Max Planck Institute for Molecular Genetics; and Kristel Van der Elst, CEO, The Global Foresight Group. The diversity of experience brought by these three leaders is reflective of the meeting mission to ensure industry, payers, patients, and regulators all have an equal voice in the debates advancing regulatory science and access to healthcare. These keynote speakers will join 300 speakers in more than 80 sessions, across seven thought leadership streams to drive collaborative answers in medicines development and access to healthcare. Highlights from sessions include Guido Rasi, Executive Director, EMA, will present first look strategies for 2021-2025 during the European Regulatory Town Hall and Niklas Hedberg, Chair EUnetHTA Executive Board, will feature case studies of Real World Evidence i