NEW YORK, July 11, 2018 /PRNewswire/
-- 21st Century Fox ("21CF") notes the
announcement made by Comcast Corporation of an increase in its
offer for the entire issued and to be issued share capital of Sky
(the Comcast Offer).
About 21st Century Fox
21st Century Fox is one
of the world's leading portfolios of cable, broadcast, film, pay TV
and satellite assets spanning six continents across the globe.
Reaching more than 1.8 billion subscribers in approximately 50
local languages every day, 21st Century Fox is home to a global
portfolio of cable and broadcasting networks and properties,
including FOX, FX, FXX, FXM, FS1, Fox News Channel, Fox Business
Network, FOX Sports, Fox Sports Regional Networks, National
Geographic Channels, Star India, 28 local television stations in
the U.S. and more than 350 international channels; film studio
Twentieth Century Fox Film; and television production studios
Twentieth Century Fox Television and a 50 per cent ownership
interest in Endemol Shine Group. 21st Century Fox also holds
approximately 39.1 per cent of the issued shares of Sky,
Europe's leading entertainment
company, which serves nearly 23 million households across five
countries. For more information about 21st Century Fox, please
visit www.21CF.com.
Further information
This announcement is
for information purposes only and is not intended to, and does not,
constitute or form part of any offer or invitation, or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Acquisition or otherwise. The Acquisition will be
implemented solely pursuant to the terms of the scheme document to
be published in connection with it, which will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition. Any decision in respect of,
or other response to, the Acquisition should be made only on the
basis of the information contained in the scheme document. Sky
shareholders are advised to read the formal documentation in
relation to the Acquisition carefully once it has been
dispatched.
This announcement does not constitute a prospectus or
prospectus equivalent document.
Overseas jurisdictions
The release,
publication or distribution of this announcement in jurisdictions
other than the United Kingdom may
be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the UK should inform
themselves about and observe any applicable requirements. In
particular, the ability of persons who are not resident in the UK
to vote their Sky shares with respect to the scheme of
arrangement at the court meeting in connection with it, or to
execute and deliver forms of proxy appointing another to vote at
the court meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located. This
announcement has been prepared for the purpose of complying with
English law and the UK City Code on Takeovers and Mergers and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside the UK. Sky
shareholders who are in any doubt regarding such matters should
consult an appropriate independent advisor in the relevant
jurisdiction without delay. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
Unless otherwise determined by 21CF or required by the UK
City Code on Takeovers and Mergers, and permitted by applicable law
and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a restricted jurisdiction
where to do so would violate the laws of that jurisdiction and no
person may vote in favour of the Acquisition by any use, means,
instrumentality or form within a restricted jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction.
Accordingly, copies of this announcement and any formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any restricted jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into or from any restricted
jurisdiction. If the Acquisition is implemented by way of a
contractual offer (unless otherwise permitted by applicable law and
regulation), the offer may not be made directly or indirectly, in
or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any restricted jurisdiction and the
offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
Further details in relation to Sky shareholders
in overseas jurisdictions will be contained in the scheme
document.
Additional information for US investors
The
Acquisition relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under
English company law. The Acquisition is not subject to the tender
offer rules or the proxy solicitation rules under the US Securities
Exchange Act of 1934, as amended (the US Exchange Act).
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of US
tender offer and proxy solicitation rules. If, in the future, 21CF
exercises the right to implement the Acquisition by way of a
takeover offer and determines to extend the offer into the US, the
Acquisition will be made in compliance with applicable US laws and
regulations. Financial information included in this announcement
and the scheme document has been or will have been prepared in
accordance with non-US accounting standards that may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the US.
It may be difficult for US holders of Sky
shares to enforce their rights and any claim arising out of the
US federal laws in connection with the Acquisition, since
Sky is located in a non-US jurisdiction, and some or all
of its officers and directors reside outside of the US. Therefore,
US holders of Sky shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgment.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved of this
transaction, passed upon the merits or fairness of this transaction
or passed upon the adequacy or accuracy of the information
contained in this document.
US shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the United States and, that such consequences,
if any, are not described herein. US shareholders are urged to
consult with legal, tax and financial advisors in connection with
making a decision regarding this transaction.
21CF reserves the right, subject to the prior consent of the
Panel, to elect to implement the Acquisition by way of an Offer. If
the Acquisition is implemented by way of an Offer, it will be done
in compliance with the applicable tender offer rules under the US
Exchange Act, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. 21CF, certain affiliated companies and
the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Sky
outside such an Offer during the period in which such an Offer
would remain open for acceptance. If such purchases or arrangements
to purchase were to be made, they would be made outside the US and
would apply in accordance with applicable law, including the US
Exchange Act and the UK City Code on Takeovers and Mergers.
Cautionary Statement Concerning Forward-Looking
Statements
This document contains certain
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
related to the manner in which the parties plan to effect the
acquisition, the expected benefits and costs of the acquisition,
the expected timing of the completion of the acquisition, the
various conditions to which the acquisition is subject, the terms
of the acquisition, the manner in which 21CF plans to finance the
acquisition, the effect of the acquisition on 21CF's and its
subsidiaries' future prospects, and the potential future financial
impact of the acquisition. These statements are based on
management's views and assumptions regarding future events and
business performance as of the time the statements are made. Actual
results may differ materially from these expectations due to
changes in economic, business, competitive market and regulatory
factors. More detailed information about these and other factors
that could affect future results is contained in our filings with
the Securities and Exchange Commission. The "forward-looking
statements" included in this document are made only as of the date
of this document and we do not have any obligation to publicly
update any "forward-looking statements" to reflect subsequent
events or circumstances, except as required by law.
No profit forecast or estimates
No statement
in this announcement is intended as a profit forecast or profit
estimate for any period. No statement in this announcement should
be interpreted to mean that earnings per Sky share or
earnings per 21CF share for the current or future financial years
would necessarily match or exceed the historical published earnings
per Sky share or earnings per 21CF share.
Disclosure Requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m.
(London time) on the 10th business
day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the business day following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Publication on Website
This Announcement will be made available free of charge, subject
to certain restrictions in relation to persons resident in
Restricted Jurisdictions, at www.21CF-offer-for-Sky.com by no
later than 12 noon (London time)
on the day after the Announcement is made.
Neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
Announcement.
Time
All times shown in this Announcement are London times, unless otherwise stated.
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SOURCE 21st Century Fox