21st Century Fox Response to Statement by the UK’s Secretary of State for Culture, Media and Sport and Ofcom's Decision Regarding Sky's Broadcasting License
21st Century Fox (21CF) notes today’s announcement by the Secretary of State for Culture, Media and Sport that she is minded to refer its proposed acquisition of Sky to the Competition and Markets Authority (CMA) for a phase two review in respect of the media plurality ground. We are pleased that she is minded not to refer to the CMA in respect of the commitment to broadcasting standards.
While we welcome the Secretary of State’s decision on broadcasting standards, we are disappointed that she does not accept Ofcom’s recommendation stated in its report that “….the proposed undertakings offered by Fox to maintain the editorial independence of Sky News mitigate the media plurality concerns.”
Separately, 21CF is pleased that Ofcom recognizes that Sky, under full 21CF ownership, would remain a fit and proper holder of broadcast licenses.
21CF will now make representations to the Secretary of State regarding her provisional decision and Ofcom’s report, and will continue to work constructively with the UK authorities. In the event that the Secretary of State makes a final decision to refer to the CMA, we would expect that the review would take at least 24 weeks. In such an event, the transaction is expected to close by June 30, 2018.
About 21st Century Fox
21st Century Fox is the world's premier portfolio 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 Network, National Geographic Channels, STAR India, 28 local television stations in the U.S. and more than 300 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. The Company also holds approximately 39.1 per cent. of the issued shares of Sky, Europe’s leading entertainment company, which serves 22 million customers across five countries. For more information about 21st Century Fox, please visit www.21CF.com.
Note to Editors:
The proposed acquisition has been cleared on public interest and plurality grounds in all of the markets in which Sky operates outside of the UK, including Austria, Germany, Italy and the Republic of Ireland.
The acquisition has also received unconditional clearance by all competent competition authorities.
Reference is made to the announcement made on 15 December 2016 by the 21st Century Fox Board and the Independent Committee of Sky that they had reached agreement on the terms of a recommended pre-conditional cash offer by 21st Century Fox for the fully diluted share capital of Sky which 21st Century Fox and its Affiliates do not already own (the “Acquisition”). The full terms and conditions of the Acquisition are set out in the announcement which was published on 15 December 2016 (the “Offer Announcement”). Terms used but not defined in this announcement (the "Announcement") have the meanings given in the Offer Announcement unless the context requires otherwise.
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, 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.
Information relating to Sky Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Sky Shareholders, persons with information rights and other relevant persons for the receipt of communications from Sky may be provided to 21st Century Fox during the Offer Period as required under Section 4 of Appendix 4 of the City Code.
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 at the Court Meeting, 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 City Code 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 21st Century Fox or required by the City Code, 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 an 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, 21st Century Fox 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.
21st Century Fox reserves the right, subject to the prior consent of the Panel and the terms of the Co-operation Agreement, 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. 21st Century Fox, 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 be made in accordance with applicable law, including the US Exchange Act and the City Code.
Cautionary Statement Concerning Forward-Looking Statements
This Announcement contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Factors that could affect future results are contained in our filings with the Securities and Exchange Commission. There can be no assurance that the proposed transaction will be completed as anticipated or at all. The “forward-looking statements” included in this Announcement are made only as of the date of this Announcement 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.
Dealing and Opening Position 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.
Sky Shareholders may request a hard copy of this Announcement by contacting Equiniti Limited on 0371 384 2091. Sky Shareholders may also request that all future documents, announcements and information in relation to the Acquisition be sent in hard copy form to such Sky Shareholder.
All times shown in this Announcement are London times, unless otherwise stated.
21st Century Fox
Reed Nolte, +1-212-852-7092
Mike Petrie, +1-212-852-7130
Nathaniel Brown, +1-212-852-7746
Miranda Higham, +44-207-019-5632
For more than 50 years, Business Wire has been the global leader in press release distribution and regulatory disclosure.
Tilaa tiedotteet sähköpostiisi
Haluatko tietää asioista jo ennen kuin ne uutisoidaan? Kun tilaat tiedotteemme tältä julkaisijalta, saat ne sähköpostiisi yhtä aikaa suomalaisen median kanssa. Tilauksen voit halutessasi perua milloin tahansa.
Lue lisää julkaisijalta Business Wire
Ipsen Receives Approval from European Commission for Xermelo® (Telotristat Ethyl) for the Treatment of Carcinoid Syndrome Diarrhea in Patients Inadequately Controlled by Somatostatin Analogue Therapy19.9.2017 19:00 | Tiedote
Regulatory News: Ipsen (Euronext: IPN; ADR: IPSEY), a global specialty-driven biopharmaceutical group, today announced that the European Commission has approved Xermelo® (telotristat ethyl) 250 mg three times a day (tid) for the treatment of carcinoid syndrome diarrhea in combination with somatostatin analogue (SSA) therapy in adults inadequately controlled by SSA therapy. This approval allows for the marketing of Xermelo® (telotristat ethyl) in the above indication in all 28 member states of the European Union, Norway and Iceland. David Meek, Chief Executive Officer, Ipsen stated: “We are delighted to provide patients suffering from inadequately controlled carcinoid syndrome with a new treatment option in combination with a somatostatin analogue that demonstrates both efficacy and safety in particularly improving diarrhea, a most debilitating symptom. Xe
6th Annual World Patient Safety, Science & Technology Summit to Be Held in London, England19.9.2017 18:00 | Tiedote
The Patient Safety Movement Foundation (PSMF) announces that the 6th Annual World Patient Safety, Science & Technology Summit will take place in London on February 23-25, 2018. Rt. Hon. Jeremy Hunt MP, the Secretary of State for Health from England’s Department of Health, invited PSMF to hold its 6th annual Summit in London during his speech at the Summit in February of this year. This is the first time the Summit will be held outside of the United States. Over the years, the PSMF has taken an increasingly international scope to reach zero preventable patient deaths by 2020. They currently have over 30 Regional Chapters around the world and partnerships with global organizations such as the World Federation of Societies of Anaesthesiologists (WFSA), European Society of Anaesthesiology (ESA), Global Sepsis Alliance (GSA), the Taiwan Patient Safety Culture Club, Sistema Españo
Vertex Announces Upcoming Presentations of Data at 2017 North American Cystic Fibrosis Conference19.9.2017 17:50 | Tiedote
Vertex Pharmaceuticals Incorporated (Nasdaq: VRTX) today announced that 11 abstracts from its cystic fibrosis (CF) research and development program will be presented at the annual North American Cystic Fibrosis Conference (NACFC) in Indianapolis, November 2 to 4, 2017. Previously announced data from the Phase 3 EVOLVE and EXPAND studies of the investigational tezacaftor/ivacaftor combination in people with CF ages 12 and older who have certain mutations in the cystic fibrosis transmembrane conductance regulator (CFTR) gene will be presented for the first time. Additionally, data from the Phase 3 extension study of ORKAMBI® (lumacaftor/ivacaftor) in children with CF ages 6 to 11 who have two copies of the F508del mutation and real-world KALYDECO® (ivacaftor) data will be presented. The company also submitted an abstract for the late-breaking poster session with previously announced Phase 1
Biker Summer 2017 campaign: Last Chance to Win Great Prizes from Moto-tyres.co.uk19.9.2017 16:57 | Tiedote
Moto-tyres.co.uk wants to know: For the fifth year in a row, the online motorbike shop is asking bikers from ten European countries about their Biker Summer 2017 travel plans, favourite destinations and longest tours. For survey participants, Moto-tyres.co.uk and its sister shops in other European countries are raffling prizes to get every biker’s heart beating faster, including vouchers for new motorbike tyres, a GARMIN motorbike GPS navigation system, and a GoPro camera with helmet attachment. For more information and a link to the survey, go to: www.moto-tyres.co.uk/promotion-biker-summer-2017.html. The Biker Summer 2017 campaign is running until 30th September 2017 – so you still have time to join in and win top-quality equipment for your next bike tour. This Smart News Release features multimedia. View the full release here: http://www.businesswire.com/news/home/20170919006105/en/
Andersen Global Expands into Uruguay19.9.2017 16:30 | Tiedote
Andersen Global announces its expansion into Uruguay through a Collaboration Agreement with Fischer & Schickendantz, one of the country’s leading law firms. The addition of Fischer & Schickendantz continues Andersen Global’s expansion and robust presence within the Latin American region. The team is led by Managing Partner, Juan Federico Fischer. “The addition of Juan Federico and the individuals at Fischer & Schickendantz bring a new depth to our team and our business development efforts in South America, while allowing us to deliver additional services in the region,” said Andersen Tax CEO, Mark Vorsatz. “Uruguay is the next major step in our firm’s growth and is an excellent complement for Andersen Global. The ability to provide a full scope of services in Uruguay offers significant advantages, especially given their large cross border client base and Uruguay’s increase
Horizon Petroleum Enters into Definitive Agreements to Acquire Concessions in Poland19.9.2017 16:05 | Tiedote
Horizon Petroleum Ltd. (the “Company” or “Horizon”) (TSXV:HPL) is pleased to report that further to its press releases dated June 23, 2017, and July 26, 2017, it has entered into a series of definitive agreements (the “Agreements”) with Dublin-based San Leon Energy plc (“SLE”) regarding the purchase from wholly-owned subsidiaries of SLE and other SLE-controlled entities, of 100% interests in 2 oil & gas concessions in the Republic of Poland known as Cieszyn and Bielsko-Biala (the “Primary Concessions”), plus 100% working interests in 2 additional oil & gas concessions in Poland known as Prusice and Kotlarka, and another concession which is under application (together the “Secondary Concessions”). These concessions cover 3,030km2 and lie within the prolific Rotliegendes Basin and Carpathian Foldbelt, where Horizon intends to target undeveloped conventional natural gas discoveries. Gas infr
Uutishuoneessa voit lukea tiedotteitamme ja muuta julkaisemaamme materiaalia. Löydät sieltä niin yhteyshenkilöidemme tiedot kuin vapaasti julkaistavissa olevia kuvia ja videoita. Uutishuoneessa voit nähdä myös sosiaalisen median sisältöjä. Kaikki STT Infossa julkaistu materiaali on vapaasti median käytettävissä.Tutustu uutishuoneeseemme