Sky, Disney & Comcast

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US regulators have cleared Walt Disney Co's plan to buy most of 21st Century Fox, removing a final barrier to the $71.3bn (£54.2bn) deal.

The approval requires the sale of Fox's regional sports networks in the US, due to competition concerns, the Justice Department's antitrust division said.

Disney, which had signalled willingness to sell the sports networks, said it was "pleased" with the decision.
The Justice Department said without the sale of the 22 regional sports networks, the deal may have led to higher prices for cable sports watchers in local markets, where Fox and Disney currently compete.

Currently, Fox's regional sports networks have more than 60 million subscribers and local rights to a majority of baseball and basketball teams.

Disney is the owner of ESPN and other local channels.
As Dawg rides stage 19 of TdF in the Pyrennes, Fox shareholders will be voting on the Disney deal -
Shareholders of 21st Century Fox Inc. are set to meet July 27 to vote on Walt Disney Co.’s $71.3 billion offer for its entertainment assets.

The special meeting is scheduled for 10 a.m. at the New York Hilton in midtown Manhattan, Disney said in a regulatory filing. Disney shareholders will also consider the transaction.
The strength of Disney’s currency and its smoother regulatory path make it “relatively easy” for Fox’s board to prefer a Disney bid “without risking compromise of their fiduciary obligation to shareholders,” analysts at MoffettNathanson said last week. “A Comcast bid for Fox carries far more regulatory risk than does a bid from Disney,” they said.
Why all this matters again - Tour Racing Limited which is the company that "owns" Team Sky is 85% owned by Sky UK and 15% by 21 st Century Fox.

Fox in it's turn owns 39 % of Sky and is trying to buy up the remaining 61% (UK gov though is not happy with the Murdochs getting more media ownership in the UK)
If the Sky purchase is approved, that deal would probably go through before the Disney purchase of Fox assets. So the whole of Sky would then be likely to transfer to Disney's ownership.

If not, then just the 39% of Sky currently in Fox's stable passes to Disney.

Rupert Murdoch said: "If things go wrong, the existing [Sky] shares go to Disney. It will be up to them to decide what to do."

Either way Sky's future will lie primarily in Disney's hands.
Latest financial filing up to Dec 31 2016 for Tour Racing Limited -
To pay $ 2.6 billion to the tax-man or not ... what would you do? :lol:
Cash may be king but Walt Disney Co.’s stock-based offer for 21st Century Fox Inc. entertainment assets could give it a $3.5 billion edge over Comcast Corp.’s rival bid.

Comcast’s $65 billion all-cash deal could stick Rupert Murdoch and his family with an upfront federal tax bill of $2.6 billion for their 17 percent stake, compared with no taxes now for Disney’s $71 billion cash-and-stock offer if Murdoch takes his entire payday in Disney stock. That -- along with Disney’s higher offer -- means the Murdochs could net as much as $11.8 billion from Disney’s proposed deal, compared with $8.3 billion with Comcast.
Word is the Murdochs have not given up getting all of Sky -
21st Century Fox Inc. is preparing a higher offer for Sky Plc to counter Comcast Corp., according to people familiar with the matter, marking the latest twist in a global M&A contest between some of the world’s largest media companies.

The move is likely to come around the time of the formal approval by Britain for Fox’s bid, which is expected to come as soon as this week, said the people, who asked not to be identified as the deliberations are private.

Fox needs to raise its offer of 10.75 pounds per share for the 61 percent of the British pay-TV company it doesn’t already own, in order to challenge Comcast’s 12.50 pounds per share bid. Comcast, which already won U.K. approval for its Sky approach, has a deadline of Friday to put the 22 billion pound ($29 billion) proposal to Sky shareholders under U.K. takeover rules.
Fox first bid for Sky in December 2016, but the deal has been held up over concerns that the tie-up would give Murdoch too much influence over Britain’s media. U.K. Culture Secretary Matt Hancock has said he’s willing to let the takeover go ahead, provided Fox sells Sky’s 24-hour news channel to Disney. With a consultation period on the remedy having closed last week, the clock is ticking on Hancock’s final ruling.
Rupert Murdoch’s 21st Century Fox Inc. boosted its bid for Sky Plc, adding pressure on Comcast Corp. to retaliate in a global game of M&A chess that’s being waged by the world’s biggest media companies.

Fox offered 14 pounds per share, valuing Britain’s top pay-TV company at 24.5 billion pounds ($32 billion). That’s 12 percent more than Comcast’s rival 22 billion-pound offer.

Now it’s up to Comcast to respond.
The clock was ticking on Fox to make a higher bid for Sky, because Comcast faces a deadline of Friday to formally deliver its offer documents to shareholders of the London-based company, under U.K. takeover rules.

The expectation from some analysts had been that Fox would wait for final U.K. approval before coming back with a higher bid, but with Prime Minister Theresa May’s government committing to release a decision on Thursday, Fox pulled the trigger.
Boom! Comcast counter attacks!
Comcast Corp. increased its takeover bid for Sky Plc to $34 billion, topping an offer from Rupert Murdoch’s 21st Century Fox Inc. and escalating a global standoff between the media giants.

Comcast, the largest U.S. cable company, is now offering 14.75 pounds a share for Sky, valuing Britain’s top pay-TV provider at 26 billion pounds, according to a statement Wednesday. That’s 5.4 percent above a 14 pound-a-share proposal from Fox, which already owns a stake in the European broadcaster. Fox acknowledged the increased bid in a statement late Wednesday.
Comcast has been expected to abandon its bid for Fox and focus instead on winning Sky, according to Jonathan Chaplin, an analyst at New Street Research LLC. “Of all the assets in the Fox portfolio, they probably view Sky as the most strategically important,” he said earlier in a note.
Everything's friggin' "unique" now - Geezus! Disney support for the deal -
Walt Disney Co.’s $71 billion deal with 21st Century Fox Inc. won the endorsement of influential proxy advisers Institutional Shareholder Services Inc. and Glass Lewis & Co., giving the entertainment giant another edge over rival suitor Comcast Corp.

Both firms recommended that Fox shareholders vote in favor of the transaction during a July 27 investor meeting, with Glass Lewis arguing that Disney offered “a unique, prospectively far-reaching opportunity” to capitalize on the acquisition. Disney is vying with Comcast to acquire a prized collection of Fox entertainment assets that includes the 20th Century Fox film and TV studios.

Disney increased its bid for the entertainment properties last month by about $10 a share to $38, countering a $35 offer by Comcast.

“The current offer represents compelling value,” ISS said in a report.
Looks like Disney are willing to let Comcast get Sky while Disney get the rest of the 21st C. Fox assets up for sale -
For the first time, Walt Disney Co. spelled out for investors that Rupert Murdoch’s 21st Century Fox Inc. may choose not to increase its takeover offer for British broadcaster Sky Plc.

The U.K. company is at the center of an international bidding war that involves Fox, Disney and cable giant Comcast Corp., and everyone’s anxiously awaiting the next twist in the saga. Comcast increased its offer for Sky last week to 26 billion pounds ($34 billion), topping Fox’s bid.

Disney, meanwhile, has agreed to acquire the bulk of Fox’s assets -- a move that would potentially give it Sky as well. But Fox’s pursuit of Sky now looks less likely. Fox “may elect not to increase the price offered by it in the Sky acquisition and any increase in the debt financing for the Sky acquisition would require Disney’s consent, which Disney may elect not to provide,” Disney said in a filing on Friday.

Letting Comcast acquire Sky may be a blessing for Disney, since it wouldn’t have to borrow as much money to complete the Fox deal. Sanford C. Bernstein & Co.’s Todd Juenger and other analysts have raised concerns about what a Sky bidding war would do to Disney’s debt.
Comcast is likely to be the new owner of Sky, BBC Business Editor Simon Jack has learned.

It means that Rupert Murdoch's 21st Century Fox has failed in its bid to take full control of Sky.

Instead, Disney will buy assets from Fox including its movie studio, and content like Avatar and X-Men.

It is not yet clear what will happen to Mr Murdoch's 39% stake in Sky, but it is thought that could also be sold to Comcast.

If that sale were to happen, it would mean that Mr Murdoch's long association with Sky News would end.

But Sky News would continue as Comcast has guaranteed to fund the channel at its current level for 10 years.
Comcast Corp. will no longer seek to compete with Walt Disney Co.’s for a swath of 21st Century Fox Inc.’s entertainment assets, choosing to focus instead on winning control of the British pay-TV service Sky Plc.

Following a bidding war with Disney, Comcast concluded that the price for the Fox assets was too high, according to a person familiar with the matter who asked not to be identified because the decision process was private. Another hurdle was the regulatory requirement to divest Fox’s regional sports networks as part of any deal, the person said.

Disney can now go ahead with its offer of $71.3 billion for Fox’s properties, which include a 39 percent stake in Sky. Comcast has offered about $34 billion for the U.K. pay-TV provider, including Fox’s stake, though it’s unclear if Disney will be willing to part with it.

While Comcast is dropping its pursuit of much of Rupert Murdoch’s empire, it did force Disney to pay a higher price for the Fox assets, which also include a movie studio and cable networks FX and National Geographic. Comcast had made a $65 billion offer, forcing Disney to sweeten its $52.4 billion deal.
Rupert laughs all the way to the bank -
... “New Fox,’’ would be spun off and led by elder son Lachlan. New Fox includes the cable-news division, starring Sean Hannity and Tucker Carlson, national sports channels and the U.S. broadcast channel, famous for shows such as “The Simpsons’’ and “American Idol.’’

The Murdoch family could net as much as $11.8 billion from the deal. That doesn’t include the 17 percent stake in New Fox.
21st Century Fox Inc.’s second-largest shareholder has voted in favor of Walt Disney Co.’s $71.3 billion bid for its entertainment assets ahead of a Friday shareholder meeting, people familiar with the matter said.

Support from activist Christopher Hohn’s TCI Fund Management means the deal will likely be approved by investors overall, the people said, asking not to be identified because the voting was private.

A spokesman for New York-based Fox declined to comment. A representative for TCI couldn’t be immediately reached for comment.

Disney beat Comcast Corp. for the entertainment businesses, which includes a 39 percent stake in British pay-TV service Sky Plc, when the cable company walked away from a bidding war this month. Comcast has offered about $34 billion in a separate deal to buy all of Sky, including Fox’s stake, though it’s unclear if Disney will be willing to part with it.
What began as a simple bid in late 2016 by Rupert Murdoch’s 21st Century Fox Inc. for the part of Sky Plc it doesn’t already own sparked a transcontinental bidding war when Walt Disney Co. and Comcast Corp. joined the chase for Sky, a British broadcaster. Fox soon found itself in a tug-of-war between rival bidders, Disney and Comcast, as a rapidly shifting media landscape propelled one of the more intriguing global media battles in decades. Now that shareholders are set to approve the $71 billion merger of Disney with Fox’s entertainment assets -- Comcast having thrown in the towel -- the endgame seems near. Yet the fate of Sky remains very much up in the air.
Sky’s 23 million customers in five European countries would give Comcast or Disney a rare opportunity to diversify out of the U.S. and reach more consumers directly. Sky boasts a market-leading platform, its Q box, which Comcast Chief Executive Officer Brian Roberts says leaves him “terribly impressed.” Sky also has a suite of sought-after TV content to lure and retain subscribers, including rights to Premier League soccer. Of the assets he’s seeking to acquire from Fox, Disney CEO Bob Iger called Sky “a real crown jewel.”
What happens next with Sky?

As it stands, Comcast’s bid of 14.75 pounds ($19.34) a share is at a premium to Fox’s 14 pounds a share. Now, the question is whether Fox or Disney -- which is acquiring Fox’s 39 percent stake in Sky -- will top Comcast’s offer. Comcast isn’t likely to concede: It has filed formal offering documents for Sky, whose shareholders have until Aug. 22 to decide whether to tender their shares to Comcast. Once Comcast gets to 50 percent plus one share of Sky, it will own a majority of the European pay-TV provider.
One step closer -
Shareholders have signed off on Walt Disney's plan to buy the film and television assets of Rupert Murdoch's 21st Century Fox for $71bn (£54bn).

The approval, which had been expected, bring the merger one step closer to completion.

Regulators in the US have already approved the plan, but it still needs the go-ahead in many other countries.
Both companies’ investors gave their blessings to the $71.3 billion transaction in separate votes at the New York Hilton Midtown in Manhattan. It’s expected to close in the first half of next year, according to Fox. Upon completion, a new Fox will emerge focused on broadcast TV, sports and the Fox News Channel.

Neither of the two companies’ leaders made an appearance. Fewer than 70 people showed for the Fox meeting, which was run by General Counsel Gerson Zweifach. Chief Financial Officer John Nallen, one of the key figures behind the deal, was also on hand. One shareholder read an ode to Fox’s executive chairman. “Nobody does it like Rupert Murdoch,” he said. “I love Rupert Murdoch.”

At the Disney meeting, General Counsel Alan Braverman and Chief Financial Officer Christine McCarthy ran the show, although the main architect of the merger, Disney’s direct-to-consumer division chief Kevin Mayer, was there. Some 99 percent of Disney investors who voted approved the deal. During a brief question and answer period, one said Disney overpaid by as much as $10 billion. The meeting lasted less than 10 minutes.
Comcast Corp. doesn’t have to raise its offer for Sky Plc, at least not yet.

A ruling from U.K. takeover authorities on Friday kept a floor price of 14 pounds per share for Sky, below the U.S. cable giant’s overall 26 billion pound ($34 billion) bid.

That means Comcast, whose offer for the U.K. pay-TV company is currently the highest, doesn’t have to increase the price to win the battle for Sky unless it’s outbid by 21st Century Fox Inc. and Walt Disney Co.
Fox, whose latest offer for Sky is at 14 pounds per share, has a deadline of Aug. 9 to submit its bid to Sky shareholders. Unless it tops Comcast by then, investors probably won’t accept it.
21st Century Fox Inc., locked in a global M&A showdown with two other media giants, followed through on its bid to buy U.K. broadcaster Sky Plc, though it didn’t move to top a rival offer from Comcast Corp.

The company formalized a previously announced bid of 14 pounds a share for the 61 percent of Sky that it doesn’t already own, according to a regulatory filing on Tuesday. It still has an opportunity to raise its bid above Comcast’s 14.75 pound-a-share price.

Fox shareholders approved a $71 billion takeover deal with Walt Disney Co. last month, setting the stage for a huge swath of media assets to change hands, including 20th Century Fox, a stake in Hulu and cable networks such as FX. Disney also would get Fox’s current 39 percent stake in Sky -- and a shot at acquiring the rest of that business.

As it formalizes its Sky bid, Fox switched the structure from a scheme of arrangement, which requires approval from 75 percent of Sky’s shareholders, to an offer. That threshold requires potentially as little as 50 percent.

The move also starts a 46-day clock during which Comcast and Fox can change their offers. Sky acknowledged the publication of Fox’s offer and said it would publish its formal response within 14 days, as set out under U.K takeover rules.
US media company 21st Century Fox saw revenue rise more than 17% in the fourth quarter, boosted by its film division.
The firm's international properties, including its stake in satellite broadcaster Sky, are also included in the deal, which Fox said it expects to close in the first half of 2019.

Fox plans to hold onto its news and sports units, which will be spun off into a separate company.

Rupert Murdoch and son Lachlan, who chair Fox, said: "As we move closer to combining our businesses with Disney and establishing new "Fox", we are convinced that the paths we are creating for our iconic businesses will drive enduring and growing value for our shareholders."

Comcast has recently topped Fox's bid for the 61% of Sky that it does not own. Fox has until 22 September to revise its offer. Disney would have to approve plans to submit a higher offer.

On a call with financial analysts this week, Disney declined to comment on its plans, calling it an "open matter".
Bizarre! :confused: A good distraction from The Worlds!
The drawn-out battle for control of Sky Plc is likely to be settled in an abbreviated auction starting this Saturday, in a showdown to seal the fate of Europe’s biggest satellite broadcaster.

An auction lasting as little as one day has emerged as the favored structure to end the 26 billion-pound ($34 billion) contest for the U.K. pay-TV company in talks between Britain’s Takeover Panel, Sky and the two bidders, 21st Century Fox Inc. and Comcast Corp., according to people familiar with the matter.

The Takeover Panel’s standard procedures for an auction involve a five-day process. Details have yet to be finalized and they are still discussing whether to work with sealed or open bids, or a mix of the two, said the people, who asked not to be identified because the deliberations are private.

The Takeover Panel is expected to announce the auction process as soon as today, one of the people said. Sky investors would then have until Oct. 6 to decide to tender their shares to whichever offer they consider is best.
More details of the 5 day stage race ... I mean auction.
Since the Corus sale, the Panel has tweaked the rules governing auctions so that unless the bidders and target agree an alternative procedure, the regulator runs a five-round process over five consecutive business days.

The suitors can announce revised offers by 5pm each day up until the fifth day, after which no new bids are allowed and the offers become final. The auction ends earlier than the fifth day if there is a round that draws no new offers.
The drawn-out battle for control of Sky Plc will come to a head in an one-day auction this Saturday, in a showdown to help seal the fate of Europe’s biggest satellite broadcaster.

Britain’s Takeover Panel will start the auction with bidders 21st Century Fox Inc. and Comcast Corp. at 5 p.m. on Sept. 21 in London and end the process during Saturday evening, it said in a statement. The auction will consist of a maximum of three rounds which will all take place on Saturday. Sky shares traded down 0.2 percent at 15.77 pounds at 10:02 a.m.
Disney would inherit Sky if Fox’s bid prevails, giving it 23 million European customers to market to, regarding its ESPN and future entertainment streaming services. Should Comcast Chief Executive Brian Roberts win the fight for Sky, he would gain a direct-to-consumer business with similarities to his own in the U.S., offering scale and scope to share technological know-how with the U.S. cable giant.
The rules of the auction, timing etc at
Looks like Comcast have just brought Sky -
Comcast Corp. bid highest in a quick-fire auction of Sky Plc, dealing Rupert Murdoch’s 21st Century Fox Inc. a potential knock-out blow in their battle for Europe’s largest satellite broadcaster.

The U.S. cable TV provider offered 17.28 pounds a share for London-based Sky, compared with Fox’s 15.67-pound bid, the U.K. Takeover Panel said Saturday. Comcast’s proposal values Sky at 29.7 billion pounds ($39 billion). A victory over Fox, however, won’t be sealed unless Sky investors tender their shares by an Oct. 11 deadline.

If Comcast’s bid is enough to clinch Sky, Chief Executive Officer Brian Roberts will emerge as a global TV power after conceding ownership of most of Fox’s entertainment assets in a separate bidding war to his rival, Walt Disney Co.’s Bob Iger. Comcast would also win a rare opportunity to diversify beyond the U.S. and gain global scale to compete with video streaming giant Netflix Inc.