21C Fox/Sky: Takeover Panel says Disney deal does not alter Fox's obligations for Sky bid
14 DEC 2017
The Panel Executive notes the announcement earlier today by Disney [NYSE:DIS] of its definitive agreement to acquire 21st Century Fox [NASDAQ: FOXA, FOX], after a spin-off of certain businesses (the “Acquisition”). That announcement does not alter 21st Century Fox’s obligations under the Takeover Code with respect to its existing pre-conditional offer for Sky [LON:SKY] announced on 15 December 2016.
Separately, Disney has informed the Executive that it does not believe that completion of the Acquisition should trigger a mandatory bid obligation under Note 8 on Rule 9.1 of the Takeover Code (the “chain principle”) upon Disney as a result of 21st Century Fox’s stake of approximately 39% in Sky.
In accordance with its usual practice, the Executive will seek the views of the independent directors of Sky before reaching a determination on this issue.
A further announcement will be made in due course in relation to the chain principle.