Sky News: Polygon said to demand more than £13.00 a share for the FTSE 100-listed broadcaster; Daily Mail/CBNC claim Comcast preparing £19 billion counter bid for Sky
Sunday, 17 December 2017, 12:15 pm
So, the Daily Mail's business section on Saturday splashed on the possibility of Comcast making a counterbid for Sky following last week's Disney/21st Century Fox deal. The Daily Mail's story comes after David Faber, who broke the original story about Disney and Fox holding merger talks last month, suggested Comcast might be interested in trying to buy some or all of Sky, which is in the process of being acquired by 21st Century Fox for £18.5 billion. I have pasted the Daily Mail's Saturday story below in case you missed it.
But tucked away at the back FT's market report, written by the execellent Bryce Elder, were a couple of lines about how hedge fund Polygon, presumably a shareholder in Sky, had gone public about wanting a higher offer for Sky. Cue lots of confusion from Polygon and its representatives after Betaville got in touch asking them for a comment on the "statement" from Reade Griffiths, Polygon's founder, that was floating around the market. Insider's said there several different versions of the statement but then refused to comment on the veracity of the one obtained by Betaville. Anyway, Betaville has pasted the Polygon statement below, so readers can make their own mind up...
Statement: Reade Griffith at Polygon
Yesterday’s announcement that Disney has agreed to buy the bulk of
21st Century Fox’s assets at roughly 12 times EV/EBITDA
(pre-synergies) has attracted global media attention. The press has
also focused on the fact within this wrapped Christmas bundle of
assets is Fox’s 39% controlling stake in Sky.
Less well covered in the press was a prompt statement by the UK
Takeover Panel to the effect that Disney had informed the Panel they
do not think that Note 8 to Rule 9.1 of The Takeover Code – the
so-called “chain principle” – applies to the announced transaction.
The Takeover Panel release made it clear that the Panel Executive had
not made a decision on this issue and that they would consult with the
independent directors on the Sky board.
As background, the Takeover Panel is a well-respected independent body
that supervises and regulates takeovers in the United Kingdom. It is
staffed with long-term Panel professionals and also has very capable
and senior market practitioners as part of its decision-making
process. In my experience, it is the leading body in Europe, if not
globally, for its effectiveness and consistency in applying the rules
in the mergers and acquisitions context and enabling the parties to
these transactions to work – often in complicated deal dynamics – to
the benefit of the market and with essential goal of protecting
minority shareholders.
Rule 9.1 deals with mandatory takeover bids under The Takeover Code.
The fundamental principle of the Rule is that when a shareholder, or
group of shareholders acting in concert, acquires more than 30% of the
shares of a UK public company then a mandatory bid must be launched
that insures minority shareholders get a fair price (which is never
less than the price paid in the purchase which took the shareholder or
group of shareholders over the 30% threshold).
In the case of Disney/Fox, if Disney had agreed to buy the 39% Sky
stake directly from Fox, minority shareholders in Sky would have been
entitled to an increase in the £10.75 per share price already being
offered by Fox to the price being offered by Disney.
We believe this price to be above £13.00 per Sky share. Disney has
paid roughly 12 times 2017 and 2018 EV/EBITDA for this bundle of Fox
assets and we believe the Sky stake is above the average quality and
value of this bundle and therefore we are assuming that Disney paid
more than the 12 times EV/EBITDA multiple for the 39% SKY stake.
Yesterday Bob Iger himself called the Sky stake the “crown jewel” of
the Fox assets he was buying when being interviewed on Bloomberg TV by
Jonathan Ferro.
But the Fox and the Mouse have been more clever than that. They have
wrapped the Sky stake with a number of other attractive Fox assets and
tied it up with a bow and ribbon and told the Takeover Panel that Rule
9.1 does not apply – and therefore that no premium is due to Sky’s
minority shareholders.
This is where Note 8 to Rule 9.1 becomes very important. The Note 8
“chain principle” has two prongs to its applicability. The first
states that if a stake in a company at issue (i.e., a 30%+ stake in a
UK public company) makes up more than 50% of the value of the total
bundle of assets being acquired, then it will normally be regarded as
significant and so a mandatory bid would be required. Here, Disney is
buying $52 billion of assets of which the Sky 39% stake will be
roughly $10 billion (or $25 billion when the entire 100% stake,
including minority shareholders, is included) – which means this prong
of the test fails and Disney is saved from a higher bid.
But it is the second prong of the test which is at issue here. This
prong provides that if securing the 30%+ stake (here, 39% of Sky)
“might reasonably be considered to be a significant purpose of
acquiring control of the first company”, then the mandatory bid rules
would apply to Disney and the Sky minority shareholders would be
entitled to a significant increase in the offer from Disney.
So, is buying the Sky stake “a” (as compared to “the”) significant
purpose of the transaction? Well, the Sky logo certainly features
prominently throughout the Disney/Fox presentation given to financial
analysts and the public yesterday, and, as I noted, Bob Iger himself
called it the “crown jewel” of the deal. I t appears to me that it is
quite reasonable to assume it is “a” significant purpose of the deal.
The 39% Sky stake gives Disney control of $25 billion of assets which
Disney’s presentation and Bob Iger’s own words suggest are critical to
Disney’s strategy going forward.
The question is when and how will the Takeover Panel decide.