21st Century Fox’s Response to Statement by the UK’s Secretary of State for Digital, Culture, Media and Sport
21st Century Fox (21CF) notes today’s statement by the Secretary of State for Digital, Culture, Media and Sport that she continues to consider the representations that have been made before she makes her decision on 21CF’s proposed acquisition of the remaining shares of Sky.
We welcomed the recent statement by the Secretary of State that “Ofcom is unequivocal” regarding 21CF’s genuine commitment to broadcasting standards, following advice from the independent regulator which found “there are no broadcasting standards concerns which may justify a reference by the Secretary of State to the Competition and Markets Authority.” For over 25 years, 21CF and Sky have been proud broadcasters of good standing in the UK, a responsibility we take very seriously. We also welcomed Ofcom’s decision of 29th June that Sky would remain ‘fit and proper’ to hold a broadcasting licence after this proposed combination.
In respect of the media plurality public interest consideration, we have proposed comprehensive undertakings to address the points raised by Ofcom. We were pleased Ofcom concluded that these undertakings to maintain the editorial independence of Sky News would mitigate any concerns around media plurality. Consequently, we are disappointed that the Secretary of State remains minded to refer on plurality.
We respect the importance of regulatory scrutiny, and we continue in our commitment to work constructively with authorities as we have done since this process began. In light of the transaction’s benefits to the UK creative economy, we would urge the Secretary of State to complete the regulatory process expeditiously. 21CF has believed in Sky for over 25 years, and together we have been passionate supporters of the UK creative industries, and built one of the world’s most distinctive brands. Combining 21CF and Sky would create a global powerhouse well positioned to deliver the very best in content and viewing experiences for customers, while securing the UK’s place as a global player in the creative economy.
Notes to Editors:
|1.||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.|
|2.||The acquisition has also received unconditional clearance by all competent competition authorities.|
|3.||Sky is Europe’s biggest investor in content, with over £5 billion invested a year. In the UK alone, 21CF and Sky together invested around £700m last year in original production and we are committed to invest at least at that level with Sky headquarters in Osterley as our flagship UK presence.|
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.
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
Integral Expands Cryptocurrency Market Data Services to Include 14 Cryptocurrencies and 16 Exchanges24.1.2018 01:00 | Tiedote
Integral (www.integral.com), the financial technology partner trusted by leading banks, brokers, and investment managers to design, deliver and grow their FX businesses, announced today that it has expanded its market data offering for cryptocurrencies to include 14 major cryptocurrencies connecting to all major exchange sources across the U.S., Europe and Asia including Japan and Hong Kong. “An accurate, stable, and reliable reference price is a requirement for any market maker,” said Harpal Sandhu, CEO of Integral. “The Cryptocurrency Market Data Service connects to the most price sources and applies the most advanced price discovery algorithm available.” Integral has years of experience as a technology leader and innovator in foreign exchange and is now applying this ingenuity to the cryptocurrency market. The Market Data Service uses algorithms developed with Stanford University for Integral FX Benchmark to provide the most precise reference prices for cryptocurrencies. “Integral’s
Kimbal Riley to Become Vista Group CEO24.1.2018 00:57 | Tiedote
Vista Group International (NZX & ASX: VGL) has today announced that Kimbal Riley will take over as Group CEO from Murray Holdaway. Mr Holdaway will take up the position of Chief Product Officer (CPO) for Vista Group, and will continue in his role as an Executive Director on the Vista Group board. This has taken place as part of a succession planning process and will deliver a seamless transition within the business. This press release features multimedia. View the full release here: http://www.businesswire.com/news/home/20180123006545/en/ Kimbal Riley becomes CEO of Vista Group International (Photo: Business Wire) Mr Riley has had an extensive career in senior executive roles in the IT and Services industries in New Zealand and overseas. He joined Vista Group four years ago, with the past two years as CEO of Vista Entertainment Solutions (VES), which is responsible for the largest proportion of the Group’s revenue. He has been focused on building scale in the business and under his lea
IFF Breaks Ground on Flavors/Fragrances Site in Sri City, India23.1.2018 20:00 | Tiedote
Regulatory News: International Flavors & Fragrances Inc. (NYSE: IFF) (Euronext Paris: IFF), a leading innovator of sensory experiences that move the world, has broken ground on a new flavors and fragrances plant located in Sri City, in the State of Andhra Pradesh in India. Part of a larger investment into the Greater Asia region, the plant is expected to be commercialized in December 2019. The new facility, which will be the largest flavor and fragrance manufacturing facility in India and the largest IFF site in Greater Asia, occupies a 32-acre/130,000m2 plot and will serve IFF flavors and fragrances customers across India and the region. “In this economically vibrant country, it is critical that we invest to provide our customers with winning tastes and scents,” said IFF Chairman and CEO Andreas Fibig. “This new facility is fitted with capabilities tailored for our customers’ needs. Coupled with our excellent consumer insights teams and their deep understanding of the local markets, w
Optiv Security Names Simon Church as General Manager and Executive Vice President, Europe; Accelerates International Growth Strategy with Expansion in Europe23.1.2018 17:05 | Tiedote
Optiv Security, a market-leading provider of end-to-end cyber security solutions, today announced it is continuing to accelerate its international growth strategy by naming Simon Church as general manager and executive vice president, Europe. In his newly created role, Church will establish and grow Optiv’s presence in Europe, enabling the company to serve locally-based organizations and global clients with expanded skills, knowledge and presence. Optiv serves more than 60% of the Fortune 1000, and this appointment will increase its ability to provide US and international clients with worldwide expertise and experience, assisting them in reducing the complexity of their cyber security programs while maximizing the efficacy and value of their security investments. This press release features multimedia. View the full release here: http://www.businesswire.com/news/home/20180123005315/en/ Optiv Security Names Simon Church as General Manager and Executive Vice President, Europe; Accelerate
Ad-tech Company Calldorado Acquires App Publishing House CIAmedia23.1.2018 17:00 | Tiedote
Danish-based ad tech firm Calldorado has expanded its reach in the app economy by acquiring the Austrian app publisher CIAmedia for an undisclosed amount. The acquisition comes after a successful period of cooperation between the two companies and is a natural next step on Calldorado’s path of accelerated growth. “By acquiring CIAmedia and its portfolio of high quality apps, we are extending the Calldorado value chain. Calldorado and CIAmedia have been in cooperation before, and CIAmedia’s focus on Android apps within the Communication and Tools categories is a perfect fit with our mobile advertising technology,” says Claudia Dreier-Poepperl, CEO and Founder of Calldorado. “Calldorado’s vision is to be the world’s number one provider of call-based advertising technology, and by owning and operating a portfolio of relevant apps we are better positioned to realize this vision.” CIAmedia was established 2013 in Vienna, Austria. CIAmedia owns and operates the highly successful app acquisit
LEGO® Education Launches New Maker Activities for Schools23.1.2018 17:00 | Tiedote
LEGO® Education Maker, a continuum of activities for early learning through middle school, is available today to schools around the world. The activities are centered around the iconic LEGO brick and inspired by the open-ended, playful creativity of making. The new, free LEGO Education Maker activities include stimulating challenges for every student at every education level and incorporate LEGO Education solutions including LEGO Education STEAM Park, LEGO Education Simple Machines, LEGO Education WeDo 2.0, LEGO® MINDSTORMS® Education EV3 and LEGO Education Simple and Powered Machines. This press release features multimedia. View the full release here: http://www.businesswire.com/news/home/20180123005927/en/ LEGO® Education Launches New Maker Activities for Schools (Photo: Business Wire) New LEGO Education Maker activities provide unlimited learning for all ages The new LEGO Education Maker activities place educators in the role of facilitators, as they guide their students through a s
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