Comcast Launches Bidding War Against Fox With Rival £22BN Takeover Bid For Sky

Comcast has launched a bidding war against Rupert Murdoch’s takeover of Sky with a rival £22 billion offer for Britain’s biggest pay-TV broadcaster. The US media and telecom giant which owns NBC Universal and is the largest US cable operator made an all-cash offer of £12.50 a share, a 16% premium on the offer from Murdoch’s 21st Century Fox, which values Sky at about £19bn.

Fox owns 39% of Sky and submitted its bid to take full control in December 2016, but the deal has been held up by regulatory issues.

Here are the key details from the Comcast proposal (full text here):

  • Sky Shareholders will be entitled to receive GBP12.50 in cash for each share, Comcast says, consideration implies a value of about GBP22.0 billion for Sky.
    • Comcast says it has committed financing available to satisfy the full consideration payable
    • Comcast currently anticipates deal will complete before the end of 2018
    • Sky Shareholders shall be entitled to receive any final dividend in respect of the financial year ended 30 June 2018, up to 21.8p per share
  • Combination with Sky is expected to be accretive to Comcast’s free cash flow per share in year one, excluding one-time transaction related expenses
    • Comcast expects deal to generate annual run-rate synergies of around $500 million
    • Comcast intends to give binding undertakings enforceable by the Sky News Board to maintain safeguards to protect Sky News’ editorial independence for ten years
  • Comcast also committed to protecting media plurality in the U.K. and is intending to give a binding post-offer undertaking not to acquire any majority interest in any newspapers in the UK for five years

Comcast made its move on Sky after having an offer for 21st Century Fox’s entertainment assets, which include Sky and the Deadpool to X-Men Hollywood studio 20th Century Fox, spurned by Murdoch last year. Meanwhile, Murdoch agreed a $66bn (£47bn) sale to US rival Disney but this has been held up, as Fox’s own deal for Sky continues to be scrutinized by the UK competition regulator over issues including media plurality concerns.

Earlier this month, the UK takeover panel ruled that Disney must make a full takeover bid for Sky even if the competition regulator quashes Murdoch’s attempt to buy 100% of the pay-TV broadcaster.

Following the news, sky shares spiked 3% in London trading.

In response to the Comcast overbid, FOX said that it remained committed to the cash offer for Sky, and is considering options.