Sky and 21st Century Fox agree £18.5bn takeover deal
Broadcaster Sky and 21st Century Fox have reached agreement on the terms of a takeover deal.
Rupert Murdoch’s 21st Century Fox will pay £11.7bn for the 61% stake it does not already own.
Sky shareholders will receive £10.75 in cash for each share, valuing the company at £18.5bn.
The deal comes amid concerns that Rupert Murdoch, who also owns the Sun and the Times newspapers, will have excessive influence over UK media.
A number of Sky shareholders, including Standard Life Investments and Jupiter Asset Management, have questioned the offer price since a possible bid was announced last Friday.
They had called on the independent directors, led by deputy chairman Martin Gilbert, to extract a higher offer from Fox.
Mr Gilbert, who is also chief executive of Aberdeen Asset Management, which owns a 0.39% stake in the broadcaster, said: “[We] believe 21st Century Fox’s offer at a 40 per cent premium to the undisturbed share price will accelerate and de-risk the delivery of future value for all Sky shareholders. As a result, the independent committee unanimously agreed that we have a proposal that we can put to Sky shareholders and recommend.”
21st Century Fox plans to take over the remaining stake in Sky through a scheme of arrangement, which means it needs the approval of investors holding 75% of the shares.
Sky has 22 million customers in the UK, Ireland, Italy, Germany and Austria. Mr Murdoch’s son James is both chairman of Sky and chief executive of Fox.
In 2011, Rupert Murdoch abandoned a bid to take full control of Sky in the wake of the phone hacking scandal.
Analysis: Simon Jack, BBC business editor
Sky’s independent directors have recommended a takeover offer from 21st Century Fox, valuing the company at £18.5bn. The company already owns 39% and first tried to buy the remainder five years ago before abandoning the attempt in the wake of the phone-hacking scandal.
Martin Gilbert, the chairman of the independent directors (Sky chairman James Murdoch who is unable to vote because of his role as chief executive of Fox), recommended the deal today saying it delivered good value for shareholders.
Not all of them agree with Mr Gilbert. One shareholder told the BBC: “This is a patsy deal. Many of the directors are not really independent and as a group they should be ashamed of themselves.”
Mr Gilbert defended himself, saying he met with James Murdoch in early December and was told: “We are either a buyer or seller of our stake. The status quo is not an option.”
He offered a 30% premium to the existing price on the condition the directors recommended it. After further meetings, that premium was raised to 40%. Even with that premium, the sale price is roughly what the company was worth six months ago and many shareholders will feel shortchanged.
Mr Gilbert told the BBC that if Fox had pursued a hostile bid, it could have bought shares in the open market to get over 50% and then offered a smaller premium, meaning shareholders would have ended up with a total premium of about 20% to 25%.
Fox will require 75% of the independent directors to approve the deal. The deal may also be referred to regulators to check whether it breaks national interest tests on the plurality of media. Culture Secretary Karen Bradley has 10 days to decide whether to take that option.
Given the outcry over the last bid, it seems likely she will do that, but the media landscape has changed a great deal since the last takeover attempt. The last bid was from News Corporation, which owns the Wall Street Journal, The Times and The Sun.
This bid is from Fox, which owns television and film businesses. The emergence of new players in media such as Netflix and Amazon mean that this deal would result in less concentration of power in the sector. BBC News
