Sky's Big Day: Fox Faces Off to Comcast in Battle for Control

Sep 22, 2018

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(Bloomberg) -- The clock is ticking on Sky Plc. 21st Century Fox Inc. and Comcast Corp. are facing off Saturday in a bidding contest that puts the 27.3 billion-pound ($35.7 billion) British broadcaster on course to determine its final suitor.

The takeover battle for Sky began when Comcast challenged Fox’s existing bid in February. Walt Disney Co., with a $71 billion agreement to buy most of Rupert Murdoch’s entertainment empire, would inherit Sky if Fox is triumphant. Disney Chief Executive Officer Bob Iger and Comcast CEO Brian Roberts both see Sky as a weapon against powerful digital rivals including Netflix Inc.

Bidding for Sky officially kicked off around noon in the U.K., said people familiar with the process, who asked not to be identified as the details are private. The auction can go to a maximum of three rounds and Britain’s Takeover Panel will announce the final offers after it ends this evening, London time.

While it will be clear who the highest bidder is -- if the offers aren’t the same -- Sky shareholders are the ultimate arbiters. They have until Oct. 11 to tender their shares, by which time we’ll know the ultimate victor. Before Saturday, Comcast had the highest offer, at 14.75 pounds per share, while Fox’s offer going in was at 14 pounds per share.

Here are a few ways the auction could play out:

Fox Delivers Knock-Out Bid

If Fox ends the day with a clearly superior offer, that puts 87-year-old Murdoch on track to win the fight. His initial December 2016 offer for Fox to acquire the 61 percent it didn’t already hold of Sky was a second attempt to grab the rest, after being thwarted the first time around in 2011 by a phone-tapping scandal at his U.K. newspaper business. That situation drained the political capital he needed to get the deal past British regulators.

Next year, Murdoch is poised to complete the sale of most of Fox’s assets -- including Sky -- to Disney, which would help Iger further shift away from Disney’s roots in movies, shows and theme parks and embrace global distribution.

Comcast Delivers Knock-Out Bid

Should Comcast’s final offer vastly surpass Fox’s, the U.S. cable provider would be in line to become a global TV power after conceding ownership of most of Fox’s entertainment assets to his rival, Iger, in a separate bidding war.

Acquiring Sky would also expand the content and distribution model that Roberts has embraced since buying NBCUniversal seven years ago. With Sky, the Philadelphia-based company would deliver TV services to 52 million customers in both the U.S. and European countries including U.K., Italy and Germany.

Bids Are Too Close to Call

If the bids are the same or close together, the next two weeks will be critical for either side as they seek to get over the 50 percent minimum hurdle for control. In that case, Fox has an advantage: its existing 39 percent of Sky. Fox would only need to hoover up another 11 percent of the shares to win.

Comcast, which is starting from near-scratch, also has its own advantage, though. The cable company could potentially buy up shares itself after the auction is over. Fox can’t do the same because of its stake in Sky. U.K. takeover rules prevent a party reaching a threshold that launches a mandatory bid for all the shares.

Some shareholders are following the bid battle with the knowledge that Murdoch, who controls Fox, will be viewing the process as a bidder of Sky and a potential seller for his 39 percent stake to Comcast.

--With assistance from Ruth David.

To contact the reporters on this story: Joe Mayes in London at jmayes9@bloomberg.net;Aaron Kirchfeld in London at akirchfeld@bloomberg.net

To contact the editors responsible for this story: Rebecca Penty at rpenty@bloomberg.net, Kenneth Wong

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