News Corp is preparing to make an improved offer to purchase the remaining 61% of BSkyB it does not already own and take control of satellite broadcaster after an initial rebuttal from the latter’s independent directors.
The proposal, which is still at a preliminary stage, would be subject to a number of regulatory and financing pre-conditions and the directors believe this could add considerable uncertainty as to when and if a formal offer might be made.
In a statement issued by BSkyB on their behalf, the directors said they would not be recommending the offer were it to be made at the 700 pence (842 euro cents) per share at which BSkyB is currently valued. In giving their advice the banks took into account commercial assessments given by the directors. However, they indicated that an offer of 800 pence or above would be considered. In early London trading, BSkyB shares were up 19.57% at 718 pence. Shares were already just short of the 52-week high achieved in March, when rumours of a delisting first surfaced.
The directors include former president and CEO of Wal-Mart Europe and Royal Mail chairman Allan Leighton and former Hallmark Entertainment Networks president and CEO David Evans.
Nicholas Ferguson, BSkyB’s senior independent non-executive director, who has now been appointed deputy chairman, said in a statement: “The eight independent directors have evaluated the proposal since receiving News Corporation’s approach on 10 June. Based on careful review and advice, it is the unanimous view of the independent directors that there is a significant gap between the proposal from News Corporation and the value of the company. We believe the company has a track record of very strong performance and excellent growth prospects.”
In the meantime, and in recognition that an offer from News Corp could be in the long-term interest of shareholders, BSkyB has agreed to co-operate with News Corp on any future merger clearances needed to facilitate such an offer.
Chase Carey, deputy chairman, president and COO, News Corp, said the success of BSkyB was reflected in its market valuation and it went without saying that News Corp was in full support of the BSkyB management. “We believe that this is the right time for BSkyB to become a wholly owned part of News Corporation with its greater scale and broader geographic reach. For News Corporation, our proposal presents an opportunity to consolidate a core business with which we have been closely associated for over two decade. However, we are taking a disciplined approach to this transaction, recognising both the market valuation of BSkyB and our substantial existing ownership.”
Recognising that an offer from News Corporation could be in the interests of BSkyB shareholders in the future, and that obtaining any necessary merger clearances would facilitate such an offer, BSkyB has agreed to co-operate with News Corporation in seeking those clearances from the relevant authorities.
BSkyB has entered into an agreement with News Corp that it will not request a so-called “Put up or shut up” notice from the Takeover Panel. For its part, News Corp will reimburse BSkyB costs of up to £20 million.
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