After a period of negotiation, the Independent Directors and 21st Century Fox have reached agreement on an offer price of £10.75 per share in cash, less the value of any dividends subsequently paid by Sky. However, certain material offer terms remain under discussion and there can be no certainty that an offer will be made by 21st Century Fox, nor as to the terms of any such offer.
21st Century Fox already holds a 39.1% stake in Sky. Under the terms of its proposal, it would pay £11.2 billion to gain complete control of the company.
The Independent Directors, who have received financial advice from Morgan Stanley, PJT Partners and Barclays, have indicated to 21st Century Fox that they are willing to recommend the proposal to Sky shareholders, subject to reaching agreement on the other terms. In providing advice to the Independent Directors, Morgan Stanley, PJT Partners and Barclays have taken into account the commercial assessments of the Independent Directors.
The Proposal represents a premium of 40% to the closing price on December 6th, being the last business day prior to the initial proposal being received from 21st Century Fox, and a premium of 36% to the closing price on December 8th being the last business day prior to this announcement.
Sky has formed an independent committee of the Board (the “Independent Committee”) to consider the terms of the proposal. It comprises Martin Gilbert, Andrew Sukawaty, Jeremy Darroch, Andrew Griffith, Tracy Clarke, Adine Grate, Matthieu Pigasse and Katrin Wehr-Seiter, each of whom the board of the company considers to be free from conflicts of interest with regard to the proposal (the “Independent Directors”). The members of the Independent Committee will act in accordance with their duties as directors and, in particular, in order to protect the interests of shareholders.
Sky finishes by saying that discussions are continuing and a further announcement will be made in due course as appropriate.