Sky advises shareholders to accept Comcast offer ‘immediately’

Business

U.K. broadcaster Sky has recommended its shareholders accept an offer from Comcast for a $40 billion takeover, the company said in an official statement Monday.

“As the price of the Comcast Offer is materially superior, it is in the best interests of all Sky shareholders to accept the Comcast Offer,” the company said.

“Accordingly, the Independent Committee unanimously recommends that Sky shareholders accept the Comcast Offer, and in order to ensure the successful closing of the Comcast Offer, and given the possibility of a delisting of Sky in the near future, urges shareholders to accept immediately.”

Comcast outflanked rival Twenty-First Century Fox in a $40 billion takeover of British broadcaster Sky on Saturday, submitting a much higher bid in a rare three-round auction that pitted two of America’s largest media companies against one another.

The U.S. cable giant outbid its rival by $3.6 billion, offering £17.28 (more than $22 per share, according to current exchange rates). Rupert Murdoch’s Fox offered £15.67 (more than $20) per Sky share, according to an official statement from the Takeover Panel.

“The Comcast offer price of £17.28 represents an excellent outcome for independent Sky shareholders,” the company said in its statement, adding that among other things it provides a premium of 125 percent to Sky’s closing price of £7.69 as of December 2016.

“We consider the Comcast Offer to be an excellent outcome for Sky shareholders, and we are recommending it as it represents materially superior value. We are focused on drawing this process to a successful and swift close and therefore urge shareholders to accept the recommended Comcast Offer,” Martin Gilbert, chairman of the Independent Committee of Sky, said in an official statement over the weekend.

Now it’s down to Sky’s board and shareholders to accept either offer, the deadline for that being October 11.

Now that Comcast has trumped Fox and Disney, attention is turning to the other 39 percent — as well as streaming platform Hulu.

Comcast is also willing to discuss selling its 30 percent stake in Hulu to Disney, according to a person familiar with the matter.

The streaming service is currently split between four owners: Comcast, Disney and Fox each own 30 percent, while AT&T owns 10 percent through its acquisition of Time Warner. Fox is selling Disney its 30 percent stake in Hulu as part of the larger $71.3 billion deal, giving Disney’s Iger a 60 percent ownership stake in the online streaming service.

It’s unclear when these discussions will begin. While Disney expects to close on its Fox deal in 2019, talks to sell the Hulu and Sky stakes could start at any time.

The final outcome follows a protracted bidding battle between Comcast and Fox over the coveted overseas competitor. The blind auction format was a highly unusual one for a deal as closely watched as the Sky acquisition. Takeover auctions are normally reserved for commercial transactions. In such auctions, bidders submit sealed offers to a third-party arbiter.

On Saturday, Brian L. Roberts, chairman and chief executive officer of Comcast applauded the decision and said the acquisition will allow Comcast to “quickly, efficiently and meaningfully increase customer base and expand internationally.”

“Attention now quickly turns to integration with minimal impact on the business. However, you have to expect some cost cutting measures,” Paolo Pescatore, an independent tech, media and telecoms analyst told CNBC via email on Saturday.

“There are significant growth opportunities in Europe. The combined entity will be a considerable force,” Pescatore said.

“Sky and its customers will benefit from being part of the wider group, access to more services, products and features, financial security to some extent to bid for key costly premium content rights — in particular sports which is arguably the company’s prized asset with the Premier League.”

Fox, which itself is set to be bought by Disney for $71.3 billion, has gone back and forth with Comcast, each time upping its bids for the U.K.’s Sky several times.

Disney’s acquisition of Fox would have given the entertainment titan all of Fox’s entertainment assets — which include a 39 percent stake in Sky.

– CNBC’s Alex Sherman contributed to this report.

— Disclosure: Comcast owns NBCUniversal, the parent company of CNBC.