Regulator: Disney must bid for Sky after Fox deal

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The UK’s Panel on Takeovers and Mergers has informed each of Disney, Fox and Sky of its ruling that, following completion of the acquisition by Disney of Fox (after a spin-off of certain businesses), Disney will be required to make a mandatory offer to the holders of ordinary shares in Sky pursuant to Note 8 on Rule 9.1 of the Takeover Code as a result of Fox’s stake of approximately 39 per cent in Sky. The Executive considers that securing control of Sky might reasonably be considered to be a significant purpose of Disney’s acquiring control of Fox.

The Executive has further ruled that the Offer must be at £10.75 (€12.36) in cash for each ordinary share in Sky. The Offer will be required to be made by Disney within 28 days of completion of the Acquisition unless by then either:

  1. Fox has acquired 100 per cent of the ordinary shares of Sky; or
  2. Comcast Corporation, which announced on February 27th that it was considering making an offer for Sky, or any other third party, has acquired more than 50 per cent of the ordinary shares of Sky.

Each of Disney, Fox and Sky has accepted these rulings.

In a Statement, Sky said it noted the ruling.

“At this stage, Sky Shareholders are advised to take no further action.  Further advice to Sky Shareholders will be announced in due course,” it stated.


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