21st Century Fox Announces Increased Recommended Pre-Conditional Cash Offer for Sky plc

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New York, NY - 11 July, 2018 - 21st Century Fox ( 21CF ) and the Independent Committee of Sky PLC ( Sky ) announced that they have reached agreement on an increased recommended pre-conditional cash offer for the fully diluted share capital of Sky which 21CF and its Affiliates do not already own at a price of £14.00 for each Sky Share (the Increased 21CF Offer ).

The price of £14.00 per Sky share represents:

a premium of approximately 82.1 per cent. to the Closing Price of £7.69 per Sky Share on 6 December 2016, being the last Business Day before the date on which an initial proposal was received from 21CF by Sky;

an increase of approximately 30.2 per cent. to the the Original 21CF Offer price of £10.75 per Sky Share;

an increase of approximately 12.0 per cent. to the Comcast Corporation Offer price of £12.50 per Sky Share announced on 25 April 2018 (the Comcast Offer ); and

a multiple of approximately 14.1 times Sky Adjusted EBITDA of £2,249 million for the twelve month period ended 31 December 2017.

The Acquisition remains subject to one outstanding precondition, being the approval of the UK Secretary of State. On 10 July 2018, the UK Secretary of State stated that he intends to announce his final decisions by 12 July 2018.

Under the terms of the Increased 21CF Offer, Sky shareholders will be entitled to receive for each Sky share £14.00 in cash. The increased price includes an amount in lieu of a final dividend in respect of the financial year ended 30 June 2018. It is intended that the Acquisition will be implemented by means of a scheme of arrangement (the Scheme ) under applicable UK law. However, 21CF reserves the right to implement the Acquisition by means of a takeover offer.

The Sky Independent Committee announced that in the context of the substantial premium achieved for shareholders, it agreed that, in the event 21CF elects to switch from the Scheme to a contractual offer, 21CF may reduce the minimum acceptance condition on such a contractual offer from a majority of the Sky Shares held by Sky shareholders unaffiliated with 21CF (as would otherwise be required by the provisions of the Co-operation Agreement that survived termination on 25 April 2018), to a simple majority of the Sky Shares (including those held by 21CF and its affiliates). The Sky Independent Committee announced that it intends to unanimously recommend that the Sky shareholders unaffiliated with 21CF: (i) vote in favour of the Scheme to implement the Increased 21CF Offer at the Sky shareholders meeting; and (ii) take no action in relation to the Comcast Offer.

21CF currently anticipates that the Acquisition will complete in the third calendar quarter of 2018.

Commenting on the recommended offer 21st Century Fox said:

As the founding shareholder of Sky, we have remained deeply committed to bringing these two organizations together to create a world-class business positioned to deliver the very best entertainment experiences well into the future. We strongly believe that a combined 21CF and Sky will be a powerful driver for the continued growth and vibrancy of the UK and broader global creative industries. The enhanced scale and capabilities of the combination will enrich Sky's ability to continue on its mission for years to come, especially at a time of dynamic change in our industry. This transformative transaction will position Sky so that it can continue to compete within an environment that now includes some of the largest companies in the world, but none of whom have demonstrated the same local depth of investment and commitment to the UK and to Europe.

We said when we announced our proposed acquisition of Sky that we were firmly committed to UK's creative industries and the contribution they make to the UK economy. We remain committed to the UK and believe that our offer for Sky will bring the best value for all the company's stakeholders and are delighted that the Independent Board of Sky has recommended our offer to its shareholders.

On 20 June 2018, 21CF and Disney and certain of Disney's wholly-owned subsidiaries entered into an amended and restated merger agreement, pursuant to which Disney has agreed to acquire for a price of US$38.00 per 21CF share, subject to certain adjustments, the same businesses Disney agreed to acquire under the previously announced merger agreement between 21CF and Disney (the Disney Transaction ).

The Disney Transaction is subject to certain conditions precedent, including regulatory and shareholder approval, and is expected to complete within 6 to 12 months after 20 June 2018. Completion of the Sky acquisition is not a condition to completion of the Disney Transaction. Completion of the Sky acquisition will not affect the amount or form of consideration that stockholders of 21CF receive in the Disney Transaction.

Disney has provided its consent to the increased indebtedness that would be incurred by 21CF as a result of the Increased 21CF Offer. Also, in the event that the Disney Transaction does not complete due to the failure to obtain regulatory approvals or in certain other limited circumstances, Disney has agreed to reimburse 21CF for an amount equal to the difference between the cash consideration of £14.00 and £13.00 for each share of Sky purchased by 21CF pursuant to the Increased 21CF Offer, plus any interest and fees on such amount.

This announcement should be read in conjunction with the full announcement, which includes additional information about the terms of the Increased Offer and the Bridge Credit Agreement described below, which was issued in accordance with Rule 2.7 of the UK City Code on Takeovers and M

LINK:	https://www.21cf.com/news/21st-century-fox/2018/21st-century-fox-annou...
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