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A round up of key developments in corporate transactions covered by Lexis®PSL Market Tracker this week.
On 26 September, Twenty-First Century Fox, Inc (Fox) announced an intention to lapse its offer after a two-year battle to acquire Sky plc (Sky).
Fox lost its battle to Comcast Corporation (Comcast) after the Takeover Panel (Panel) intervened and established an auction procedure whereby Comcast outbid Fox at a price of £17.28 per Sky share. Following the win, Comcast acquired more than 30% of Sky shares at a price of £17.28 per share. Comcast’s acquisition of more than 30% of interests or voting rights in Sky shares changed Comcast’s second recommended superior cash offer to a mandatory offer pursuant to Rule 9 of the Takeover Code (Code).
Fox also announced its intention to dispose of its 39% shareholding by either accepting Comcast’s offer or by selling its shares to Comcast.
15 December 2016: Fox made an offer for Sky for £11.7 billion at a share price of £10.75, excluding shares owned by Fox (39%). This firm offer followed Fox’s possible offer on 12 September 2016.
16 March 2017: The Secretary of State issued a European Intervention Notice, (Notice) requiring the Competition and Markets Authority (CMA) and Ofcom to investigate Fox’s proposed acquisition of Sky. The Notice specified that reports on two public interest grounds by Ofcom, and on jurisdiction by the CMA, must be submitted by 16 May 2017. The deadline was extended to 20 June 2017 due to the elections.
7 April 2017: Fox received clearance by the European Commission.
27 June 2017: Despite Fox receiving clearances by all competent competition authorities, the Secretary of State remained mindful to refer the acquisition to the CMA for an in-depth phase two investigation.
20 September 2017: The Secretary of State referred Fox’s proposed takeover of Sky to CMA on public interest grounds.
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