British Sky Broad. Statement Regarding Proposal
TIDMBSY TIDMNCRA
RNS Number : 6186N
British Sky Broadcasting Group PLC15 June 2010
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF
SUCH JURISDICTION
For Immediate Release
British Sky Broadcasting Group plc (BSkyB or the Company)
Statement Regarding Proposal from News Corporation
15 June 2010
The Independent Directors of BSkyB refer to the announcement by News Corporation
of a proposal from News Corporation relating to a possible offer for the entire
issued share capital of BSkyB not already owned by News Corporation (the
Proposal).
The Proposal, which is not a formal offer, is subject to regulatory and
financing pre-conditions, which add considerable uncertainty to when and whether
any formal offer could be made.
The Independent Directors, who have been so advised by Morgan Stanley and UBS
Investment Bank, unanimously consider the terms of the Proposal to undervalue
significantly BSkyB and they would not recommend an offer if it were made at 700
pence per share today, the price indicated in the Proposal. In providing advice
to the Independent Directors, Morgan Stanley and UBS Investment Bank have taken
into account the commercial assessments of the Independent Directors.
The Independent Directors, who have been so advised by Morgan Stanley and UBS
Investment Bank, have indicated to News Corporation that, based on facts and
circumstances today, they would have been prepared to support a proposal if,
upon satisfaction of the regulatory pre-conditions, it would deliver value in
excess of 800 pence per share. Given the views of the Independent Directors as
to, among other things, the possible length of time which might be required to
satisfy the regulatory pre-conditions and the consequent lack of certainty as to
when any offer would be made, the Independent Directors reserve: (i) the right
to recommend an offer at a price of 800 pence per share or lower, including in
the event that the regulatory pre-conditions are satisfied or waived in a
shorter period of time; and (ii) the right to choose not to recommend an offer
at above 800 pence per share. In providing advice to the Independent Directors,
Morgan Stanley and UBS Investment Bank have taken into account the commercial
assessments of the Independent Directors. In reaching this decision the
Independent Directors considered the matter mindful of their duty to maximise
value for all shareholders.
The Independent Directors note that News Corporation has confirmed that the
Proposal does not amount to a firm intention to make an offer under Rule 2.5 of
the Takeover Code and that there can be no certainty that any offer will
ultimately be made even if the pre-conditions are satisfied or waived. There is
no obligation on News Corporation to make such an offer and therefore it can
withdraw the Proposal at its sole discretion at any time.
Recognising that an offer from News Corporation could be in the interests of
BSkyB shareholders in the future, and that obtaining any necessary merger
clearances would facilitate such an offer, BSkyB has agreed to co-operate with
News Corporation in seeking those clearances from the relevant authorities.
To that end, BSkyB and News Corporation have entered into an agreement which
also covers the following matters:
amp;#183; BSkyB has agreed that it shall not request that the Takeover Panel
issue a
Put up or shut up notice on News Corporation pursuant to Rule 2.4(b) of the
City Code on Takeovers and Mergers unless it is in material breach of the
agreement.
amp;#183; News Corporation has agreed that until two months following the earlier
of
receipt of merger clearance, payment of the GBP38.5 million fee below and 31
December 2011, it shall not acquire or offer to acquire an interest in BSkyBs
shares or take action that would require it to make a takeover or similar
transaction in respect of BSkyBs shares without the consent of the Independent
Directors. Further, until five months following the earlier of receipt of
merger clearance, payment of the GBP38.5 million fee below and 31 December 2011,
any offer must be subject to a minimum acceptance threshold of 70 per cent
(including the shares owned by News Corporation).
amp;#183; If merger clearance is not granted or granted subject to a material
remedy,
then News Corporation will reimburse BSkyB for costs incurred up to a maximum of
GBP20 million. Further, if News Corporation either receives merger clearance
unconditionally or subject to non-material remedies prior to 31 December 2011
and fails to make a firm offer within five months thereafter, or announces prior
to obtaining merger clearance that it does not intend to make a firm offer, then
News Corporation will pay BSkyB a fee of GBP38.5 million, representing 0.5% of
the value of the Proposal.
The Board has passed a resolution to appoint a committee comprising the
Independent Directors and the Executive Directors with authority to exercise all
powers of the Board in relation to the possible offer and any matters relevant
to the Proposal.
These Directors, who constitute a majority of the Board of BSkyB, intend to
exercise their rights and powers to manage the governance of the Board during
this period in the best interests of all shareholders. This will include taking
such steps within their power as they consider appropriate to regulate the
attendance of Directors connected with News Corporation at meetings of the Board
(or any committee of the Board) and receipt of information relating to the
Company by those Directors that are deemed relevant to the Proposal. These
arrangements will continue for the duration of the Proposal or until the
successful completion of any transaction contemplated by the Proposal.
In recognition of the above it has been agreed by the Board that Nicholas
Ferguson, the Senior Independent Non-Executive Director, will be appointed as
Deputy Chairman of the Board.
Commenting on the Proposal, Nicholas Ferguson, BSkyBs Senior Independent
Non-Executive Director, said:
The eight Independent Directors have evaluated the proposal since receiving
News Corporations approach on 10 June. Based on careful review and advice, it
is the unanimous view of the Independent Directors that there is a significant
gap between the proposal from News Corporation and the value of the company. We
believe the company has a track record of very strong performance and excellent
growth prospects. The management team will remain fully focused on its strategic
and operational priorities, positioning the Company well to grow earnings and
cash and increase returns for shareholders. The Independent Directors remain
fully committed to acting in the interests of all shareholders and will continue
to meet on a regular basis.
Morgan Stanley amp; Co. Limited (Morgan Stanley) and UBS Investment Bank are
acting as joint financial advisers to BSkyB. Merrill Lynch and an affiliate of
Morgan Stanley, Morgan Stanley amp; Co. International plc, are acting as joint
corporate brokers and Merrill Lynch is also providing certain financial advice
to BSkyB.
-END-
Note to editors:
The Independent Directors of BSkyB are:
Nicholas Ferguson, Senior Independent Non-Executive Director
Nicholas Ferguson was appointed as a Director of the Company on 15 June 2004 and
Senior Independent Non-Executive Director on 12 June 2007. Nicholas is Chairman
of SVG Capital plc, a publicly quoted private equity group, and was formerly
Chairman of Schroder Ventures.
David Evans
David Evans was appointed as a Director of the Company on 21 September 2001.
David was previously President and CEO of Crown Media Holdings, Inc. and its
predecessor company, Hallmark Entertainment Networks, from 1 March 1999. Prior
to that, David was President and CEO of Tele-Communications International, Inc.
from January 1998. David is a Director of Village Roadshow Ltd in Australia and
a Director of Village Roadshow Entertainment Group and Concord Music in Los
Angeles.
Andrew Higginson
Andrew Higginson was appointed as a Director of the Company on 1 September 2004.
Andrew is Chief Executive of Retailing Services and Group Strategy Director of
Tesco plc (Tesco). Andrew was appointed to the Board of Tesco in 1997, having
previously been the Group Finance Director of the Burton Group plc.
Allan Leighton
Allan Leighton was appointed as a Director of the Company on 15 October 1999.
Allan joined ASDA Stores Limited as Group Marketing Director in March 1992 and
was appointed CEO in September 1996. In November 1999 he was appointed President
and CEO of Wal-Mart Europe. Allan resigned from all of these positions in
September 2000. Allan is currently Deputy Chairman of Selfridges amp; Co Ltd.,
George Weston Limited and Loblaws Companies Limited. Allan was Chairman of Bhs
Limited until January 2008 and Chairman of The Royal Mail Group until March
2009.
Jacques Nasser
Jacques Nasser was appointed as a Director of the Company on 8 November 2002.
Jacques served as a Member of the Board of Directors, and as President and CEO
of Ford Motor Company from 1998 to 2001. Jacques is the Chairman of BHP Billiton
and a Partner of One Equity Partners, the private equity arm of JP Morgan.
Dame Gail Rebuck
Dame Gail Rebuck was appointed as a Director of the Company on 8 November 2002.
Gail is Chairman and CEO of The Random House Group Limited, one of the UKs
leading trade publishing companies.
Daniel Rimer
Daniel Rimer was appointed as a Director of the Company on 7 April 2008. Daniel
is a General Partner of the venture capital firm Index Ventures Management
Limited (Index Ventures) and established the firms London office. He currently
serves on a number of boards including RightScale Inc., Oanda Corporation, FON
Wireless Limited, Stardoll Inc. and Viagogo Limited.
Lord Wilson of Dinton
Richard Wilson was appointed as a Director of the Company on 13 February 2003.
Richard retired from the Civil Service in 2002 after serving 36 years in a
number of UK Government departments. Since his retirement in September 2002,
Richard has been Master of Emmanuel College, Cambridge. In October 2006, he
became Non-Executive Chairman of C. Hoare and Co, Bankers.
Enquiries:
British Sky Broadcasting Group plc
Investors:
Francesca Pierce
Tel: 020 7705 3337
Media:
Robert Fraser
Tel: 020 7705 3706
Finsbury
Roland Rudd
Tel: 020 7251 3801
Katie Lang
Tel: 020 7251 3801
Morgan Stanley amp; Co. Limited (Financial Advisor):
Simon Robey / Scott Matlock / Laurence Hopkins Tel: 020 7425 8000
Morgan Stanley amp; Co. International plc (Joint Corporate Broker):
Paul Baker
Tel: 020 7425 8000
UBS Investment Bank (Financial Advisor)
Simon Warshaw / Jonathan Rowley / Christian Lesueur Tel: 020 7568 1000
Bank of America Merrill Lynch (Joint Corporate Broker)
Mark Astaire
Tel: 020 7628 1000
Andrew Tusa
Tel: 020 7628 1000
Morgan Stanley amp; Co. Limited and Morgan Stanley amp; Co. International plc are
acting as financial adviser and joint corporate broker, respectively, to BSkyB
in relation to the Proposal and no-one else and will not be responsible to
anyone other than BSkyB for providing the protections offered to clients of
Morgan Stanley amp; Co. Limited and Morgan Stanley amp; Co. International plc or for
providing advice in relation to the Proposal or the contents of this
announcement or any transaction, arrangement or other matter referred to
herein.
UBS Investment Bank is acting as financial adviser to BSkyB in relation to the
Proposal and no-one else and will not be responsible to anyone other than BSkyB
for providing the protections offered to clients of UBS Investment Bank or for
providing advice in relation to the Proposal or the contents of this
announcement or any transaction, arrangement or other matter referred to
herein.
Bank of America Merrill Lynch is acting as joint corporate broker to BSkyB and
no-one else and will not be responsible to anyone other than BSkyB for providing
the protections offered to clients of Bank of America Merrill Lynch or for
providing advice in relation to the Proposal or the contents of this
announcement or any transaction, arrangement or other matter referred to herein.
None of Morgan Stanley amp; Co. Limited, Morgan Stanley amp; Co. International plc,
UBS Investment Bank and Bank of America Merrill Lynch accepts any responsibility
or liability for the contents of this announcement to anyone other than BSkyB.
Each of Morgan Stanley amp; Co. Limited, Morgan Stanley amp; Co. International plc,
UBS Investment Bank and Bank of America Merrill Lynch accordingly disclaims all
and any responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have in respect
of this announcement.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of BSkyB or of any paper offeror (being any offeror
other than an offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening Position Disclosure
following the commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified.
An Opening Position Disclosure must contain details of the persons interests
and short positions in, and rights to subscribe for, any relevant securities of
each of (i) BSkyB and (ii) any paper offeror(s). An Opening Position Disclosure
by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of BSkyB or of
a paper offeror prior to the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of BSkyB or of any paper offeror
must make a Dealing Disclosure if the person deals in any relevant securities of
BSkyB or of any paper offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the persons interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) BSkyB and (ii)
any paper offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of BSkyB or a paper offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by BSkyB and by any offeror and
Dealing Disclosures must also be made by BSkyB, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panels website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should contact
the Panels Market Surveillance Unit on +44 (0)20 7638 0129.
Publication of this announcement
A copy of this announcement will be available subject to certain restrictions
relating to persons resident in restricted jurisdictions on BSkyBs website.
Relevant securities in issue
In accordance with Rule 2.10 of the Code, BSkyB confirms that it has the
following class of relevant securities in issue:
+——————–+——————–+——————–+
| Number of | Type of securities | ISIN Number |
| securities | | |
+——————–+——————–+——————–+
| 1,752,842,599 | Ordinary Shares | GB0001411924 |
+——————–+——————–+——————–+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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