Sky advises shareholders to accept Comcast offer 'immediately'

  • British broadcaster Sky has recommended its shareholders accept an offer from Comcast for a $40 billion takeover.
  • Comcast outflanked rival Twenty-First Century Fox after submitting a much higher bid in a three-round auction on Saturday.
  • Comcast offered £17.28 per share, while the price offered by Fox was £15.67 per share.

U.K. broadcaster Sky recommended on Monday that its shareholders accept a $40 billion takeover offer from Comcast.

"As the price of the Comcast Offer is materially superior, it is in the best interests of all Sky shareholders to accept the Comcast Offer," the company said.

"Accordingly, the Independent Committee unanimously recommends that Sky shareholders accept the Comcast Offer, and in order to ensure the successful closing of the Comcast Offer, and given the possibility of a delisting of Sky in the near future, urges shareholders to accept immediately."

Now it's down to Sky's board and shareholders to accept either offer by Oct. 11.

Comcast has to secure 50 percent acceptance for the deal to go through. Since Fox already owns 39 percent of Sky, it means Comcast is looking for 50 percent of the remaining 61 percent acceptance — so that's more than 80 percent acceptance of the board.

Shares in Sky jumped 9 percent to £17.22 in early trade on Monday, just below the 17.28 pounds a share bid by Comcast bid.

Comcast outflanked rival Twenty-First Century Fox with its $40 billion takeover offer on Saturday in a rare three-round auction that pitted two of America's largest media companies against one another.

Signage is displayed in the window of a Comcast Corp. Xfinity store in King Of Prussia, Pennsylvania.
Charles Mostoller | Bloomberg | Getty Images
Signage is displayed in the window of a Comcast Corp. Xfinity store in King Of Prussia, Pennsylvania.

The U.S. cable giant, which owns CNBC parent NBCUniversal, outbid its rival by $3.6 billion, offering £17.28 (more than $22 per share, according to current exchange rates). Rupert Murdoch's Fox offered £15.67 (more than $20) per Sky share, according to an official statement from Britain's Takeover Panel.

"The Comcast offer price of £17.28 represents an excellent outcome for independent Sky shareholders," the company said in its statement, adding that among other things it provides a premium of 125 percent to Sky's closing price of £7.69 as of December 2016.

"We consider the Comcast Offer to be an excellent outcome for Sky shareholders, and we are recommending it as it represents materially superior value. We are focused on drawing this process to a successful and swift close and therefore urge shareholders to accept the recommended Comcast Offer," Martin Gilbert, chairman of the Independent Committee of Sky, said in a statement over the weekend.

Hulu hangs in the balance

Now that Comcast has trumped Fox and Disney, attention is turning to the other 39 percent — as well as streaming platform Hulu.

Comcast is also willing to discuss selling its 30 percent stake in Hulu to Disney, according to a person familiar with the matter.

The streaming service is currently split between four owners: Comcast, Disney and Fox each own 30 percent, while AT&T owns 10 percent through its acquisition of Time Warner. Fox is selling Disney its 30 percent stake in Hulu as part of the larger $71.3 billion deal, giving Disney's Iger a 60 percent ownership stake in the online streaming service.

It's unclear when these discussions will begin. While Disney expects to close on its Fox deal in 2019, talks to sell the Hulu and Sky stakes could start at any time.

A long bidding battle

The final outcome follows a protracted bidding battle between Comcast and Fox over the coveted overseas competitor. The blind auction format was a highly unusual one for a deal as closely watched as the Sky acquisition. Takeover auctions are normally reserved for commercial transactions. In such auctions, bidders submit sealed offers to a third-party arbiter.

On Saturday, Comcast Chairman and CEO Brian L. Roberts applauded the decision and said the acquisition will allow Comcast to "quickly, efficiently and meaningfully increase customer base and expand internationally."

"Attention now quickly turns to integration with minimal impact on the business. However, you have to expect some cost-cutting measures," Paolo Pescatore, an independent tech, media and telecoms analyst, told CNBC via email on Saturday.

The 'Sky' logo sits on a sign outside Sky Plc headquarters in Isleworth, London, U.K., on Friday, Sept. 21, 2018.
Chris Ratcliffe | Bloomberg | Getty Images
The 'Sky' logo sits on a sign outside Sky Plc headquarters in Isleworth, London, U.K., on Friday, Sept. 21, 2018.

"There are significant growth opportunities in Europe. The combined entity will be a considerable force," Pescatore said.

"Sky and its customers will benefit from being part of the wider group, access to more services, products and features, financial security to some extent to bid for key costly premium content rights — in particular sports which is arguably the company's prized asset with the Premier League."

Fox, which itself is set to be bought by Disney for $71.3 billion, has gone back and forth with Comcast, each time upping its bids for the U.K.'s Sky several times.

Disney's acquisition of Fox would have given the entertainment titan all of Fox's entertainment assets — which include a 39 percent stake in Sky.

- CNBC's Alex Sherman contributed to this report.

Correction: This report has been updated to indicate that Sky's Independent Committee has recommended to shareholders that they accept the offer from Comcast.

— Disclosure: Comcast owns NBCUniversal, the parent company of CNBC.