Comcast Corporation - RECOMMENDED MANDATORY SUPERIOR CASH OFFER FOR SKY
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
RECOMMENDED MANDATORY SUPERIOR CASH OFFER FOR SKY
COMPULSORY ACQUISITION OF
Comcast Bidco is pleased to announce that as at
2. Compulsory acquisition
As Comcast Bidco has now received acceptances of the Mandatory Offer in respect of, and/or has otherwise acquired, not less than 90 per cent. of the Sky Shares to which the Mandatory Offer relates by nominal value and voting rights attaching to such shares, Comcast Bidco will shortly begin the implementation of the compulsory acquisition procedure to acquire the remaining
Comcast Bidco will shortly despatch formal compulsory acquisition notices under sections 979 and 980 of the Act (the "Compulsory Acquisition Notices") to Sky Shareholders who have not yet accepted the Mandatory Offer. These notices will set out Comcast Bidco's intention to apply the provisions of section 979 of the Act to acquire compulsorily any remaining
On the expiry of six weeks from the date of the Compulsory Acquisition Notices the Sky Shares held by those Sky Shareholders who have not accepted the Mandatory Offer will be acquired compulsorily by Comcast Bidco on the same terms as the Mandatory Offer. The consideration to which those Sky Shareholders will be entitled will be held by Sky as trustee on behalf of those Sky Shareholders who have not accepted the Mandatory Offer.
3. Procedure for acceptance of the Mandatory Offer
Sky Shareholders may still accept the Mandatory Offer, which remains open for acceptance until further notice. Sky Shareholders who have not yet accepted the Mandatory Offer are urged to do so as soon as possible in accordance with the following procedures:
· if you hold your
· if you hold your
Full details on how to accept the Mandatory Offer are set out in the Mandatory Offer Document and the Forms of Acceptance. The Mandatory Offer Document is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Comcast's website (www.cmcsa.com/proposal-for-sky).
Sky Shareholders with any questions relating to this announcement or the completion and return of a Form of Acceptance or the making of an Electronic Acceptance (as the case may be) should contact the Receiving Agent,
While the Mandatory Offer remains open for acceptance, settlement of consideration to which any accepting Sky Shareholder is entitled under the Mandatory Offer will be made within 14 (or, to the extent practicable, 7 to 10) days of the date of receipt of such acceptance in the manner described in the Mandatory Offer Document.
Non-assenting Sky Shareholders who do not accept the Mandatory Offer will not receive payment until after compulsory acquisition has been implemented.
Defined terms used but not defined in this announcement shall have the respective meanings given to them in the offer document published by Comcast Bidco on
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+1 215 286 8582
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+1 215 286 7972
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+44 20 7317 3900
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+1 212 857 3100
BofA Merrill Lynch
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+44 20 7628 1000
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+1 704 410 4766
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+44 20 7353 4200
Comcast has retained
Important notices relating to financial advisers
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Sky in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Mandatory Offer Document (read in conjunction with the First Offer Document) and the Forms of Acceptance, which contain the full terms and conditions of the Acquisition, including details of how to accept the Mandatory Offer. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Mandatory Offer Document (read in conjunction with the First Offer Document) and the Forms of Acceptance. Sky Shareholders are advised to read the formal documentation in relation to the Acquisition carefully. Each Sky Shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of the Acquisition.
This announcement does not constitute a prospectus or prospectus equivalent document.
Important information for
Sky is a public limited company incorporated in
Comcast and/or Comcast Bidco and their affiliates or brokers (acting as agents for Comcast and/or Comcast Bidco and their affiliates, as applicable) may from time to time, and other than pursuant to the Mandatory Offer, directly or indirectly, purchase, or arrange to purchase outside
The Mandatory Offer, if consummated, may have consequences under
It may not be possible for Sky Shareholders or Sky ADR Holders in
The release, publication or distribution of this announcement in jurisdictions other than the
This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of
Unless otherwise determined by Comcast Bidco or required by the Code, and permitted by applicable law and regulation, the Mandatory Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and no person may accept the Mandatory Offer by any use, means, instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and the Mandatory Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this announcement and the formal documentation relating to the Mandatory Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction.
Further details in relation to Sky Shareholders in overseas jurisdictions are contained in the Mandatory Offer Document.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Comcast and/or Comcast Bidco contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Comcast and/or Comcast Bidco about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects or synergies of the Acquisition on Comcast and/or Comcast Bidco, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Comcast and/or Comcast Bidco believe that the expectations reflected in such forward-looking statements are reasonable Comcast and Comcast Bidco can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. In addition to the information regarding these risks, uncertainties, assumptions and other factors set forth in the public filings made by Sky and the public filings with the
None of Comcast and/or Comcast Bidco, or any of their associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with its legal or regulatory obligations, none of Comcast and/or Comcast Bidco is under any obligation, and Comcast and/or Comcast Bidco expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
No profit forecast or estimates
No statement in this announcement is intended as a profit forecast or profit estimate for any period. No statement in this announcement should be interpreted to mean that cash flow from operations, free cash flow, earnings or earnings per share for Comcast and/or Comcast Bidco as appropriate, for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, free cash flow, earnings or earnings per share for Comcast and/or Comcast Bidco, as appropriate.
Publication on website
This announcement will be available free of charge, subject to certain restrictions in relation to persons resident in Restricted Jurisdictions, on Comcast's website at www.cmcsa.com/proposal-for-sky and on Sky's website at https://www.skygroup.sky/corporate/investors/offers-for-sky/comcast-offer by no later than 12.00 noon (
Sky Shareholders may request a hard copy of this announcement by contacting the Receiving Agent,
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
All times shown in this announcement are
Comcast Corporation is a global media and technology company with two primary businesses, Comcast Cable and NBCUniversal. Comcast Cable is one of
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