BSkyB nearer to buying Sky Italia, Sky Deutschland?

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BSkyB nearer to buying Sky Italia, Sky Deutschland?


BSkyB could agree a deal in the next two weeks to buy Rupert Murdoch’s Sky Italia and his stake in Sky Deutschland, according to reports.

Murdoch’s 21st Century Fox owns 100 per cent of Sky Italia and 57 per cent of Sky Deutschland. Murdoch currently owns a 39 per cent stake in BSkyB, the British pay-TV firm.

Both Sky and Fox have so far both declined to comment. BSkyB is to report its results on July 25th, and is likely to provide more details about the deal then.

Following reports early may that BSkyB was seeking to create a pan-European pay-TV unit, the broadcaster issued a Statement noting speculation about a potential acquisition of 21st Century Fox’s interests in Sky Deutschland and Sky Italia.

In the Statement, BSkyB said it has a clear set of plans to grow its business in the UK and Ireland, is executing these well and expects to continue to achieve excellent growth and returns for shareholders. At the same time, the Company continuously explores ways to create further value for shareholders.

“As part of this approach, the Company initiated preliminary discussions with 21st Century Fox to evaluate the potential acquisition of its pay-TV assets in Germany and Italy. BSkyB believes at the right value, this combination would have the potential to create a world-class multinational pay TV group,” read the Statement.

“These discussions have not progressed beyond a preliminary stage, no agreement has been reached on terms, value or transaction structure and there is no certainty that a transaction will occur.”

Any potential agreement would be subject to external factors including the Sky Deutschland share price continuing to trade on an undisturbed basis. BSkyB’s focus in respect of Sky Deutschland would be to acquire 21st Century Fox’s controlling stake (57 per cent on a fully diluted basis). As a consequence BSkyB would be required to make a takeover offer to the public minority of Sky Deutschland in accordance with relevant German legislation. BSkyB would expect, subject to German minimum offer price rules, to make this offer without a premium.

All Board discussion of this topic is solely within a committee composed of the Independent Directors of BSkyB, in which Directors affiliated with 21st Century Fox do not participate,” the Statement concluded.

As advanced-Television.com reported May 10, this is not the first time that Rupert Murdoch has attempted to create a European-focused operation. Back in 1998, Murdoch appointed the former chairwoman of Italian public broadcaster RAI, Letizia Moratti, to run ‘News Corp Europe’ and in 2000 announced plans for Sky Global Networks, which again failed to materialise.
 

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€6.3bn Sky Europe offer
By Chris Forrester


It has probably been the worst-kept stock exchange secret for some time, but the long-awaited formal news of BSkyB’s planned acquisition of Sky Deutschland and Sky Italia broke at 7am London time on July 25, and the details are now clear.

The headlines are that the end results will create a 20 million subs pay-TV outfit.

“The total consideration for the acquisition of Sky Italia is £2.45 billion with approximately £2.07 billion to be paid in cash and the balance to be satisfied through the transfer of BSkyB’s 21 per cent stake in National Geographic Channel International to 21st Century Fox at a value of £382 million. The acquisition of 21st Century Fox’s shareholding in Sky Deutschland is for a consideration of £2.9 billion in cash, valuing Sky Deutschland at €6.75 per share. The transactions are subject to regulatory and independent shareholder approval,” says BSkyB.

But that amount of €6.75 per share is key to the transaction, and Sky Deutschland’s minority shareholders, representing 42.6 per cent of the issued share capital, are looking for more. In other words the above quoted costs could rise.

“The acquisitions will also bring benefits of scale, taking BSkyB from 11.5 million customers to 20 million. On an aggregated basis group revenues will increase from £7.6 billion for the standalone BSkyB to £11.2 billion,” said the Sky statement.

“The enlarged group will be better positioned to take advantage of the enhanced growth opportunityas result of the ability to share expertise across the wider business. BSkyB, Sky Italia and Sky Deutschland are complementary businesses with a common brand, operating similar business models and offering similar products to customers. Bringing them together will enable the application of best-in-class capabilities in areas such as content, innovation and service delivery, to the benefit all of three businesses and their customers.”

BSkyB is placing 156.1 million new ordinary shares to fund its planned acquisition of Sky Deutschland and Sky Italia, announced at the same time.

21st Century Fox will take 61.1 million shares from the new issue in order to maintain its 39.14 per cent stake in the new operation, and Fox says it will not exceed 37.19 percent of the voting rights on the new operation.

The placing means that BSkyB’s issued shares will grow by 9.99 per cent.

The stock issue has been fully underwritten by Barclays Bank and Morgan Stanley.
 
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