The UK’s Panel on Takeovers and Mergers – which administers the City Code on Takeovers and Mergers – has ruled that Disney must offer £14 a share for Sky if it succeeds in buying Rupert Murdoch’s 21st Century Fox.
The price set by the Panel on July 13th is the same as 21CF’s current offer for the 61 per cent of Sky that it does not already own, which values Sky at £24.5 billion, but short of rival bidder Comcast’s £14.75 per share, which Sky’s independent directors recommended to shareholders..
The Panel’s Executive said it had determined this price by analysing, among other matters, the relative contribution of Fox’s stake in Sky in the valuation work carried out by Disney’s financial advisers to support the fairness opinion prepared for the Disney board in June 2018 and by taking into account the increased offer announced by Fox, with the agreement of Disney, for Sky on July 11th.
It had previously ruled that Disney must make an offer for the rest of Sky if it succeeds in acquiring Fox, including its Sky stake, before either Fox or Comcast have taken full control of the broadcaster.
Sky has informed the Executive that it intends to request that the Hearings Committee be convened in order to review this ruling. Each of Disney and Fox is considering its position.
“In view of the importance of this matter, and in accordance with section 1.2 of the Rules of Procedure of the Hearings Committee, as set out in Appendix 9 of the Code, the Executive has stipulated that if Disney, Fox, or any other person affected by the ruling and with a sufficient interest in the matter, wishes to request that the Hearings Committee be convened in order to review this ruling, it must notify the Executive and the Hearings Committee of the request by no later than 5.00pm on 17 July 2018,” said the Panel.