Comcast Announces Superior Cash Proposal for Sky

LONDON & PHILADELPHIA–()–Comcast Corporation (Nasdaq:CMCSA) at present printed a Rule 2.4 announcement (beneath the City Code On Takeovers And Mergers (the “Code”)) relating to a doable provide which is a superior money proposal to accumulate Sky. Sky is a number one client leisure firm in Europe, offering distinctive leisure and communications companies primarily within the UK, Germany, and Italy.

Comcast’s announcement of a superior money proposal of £12.50 per share represents a 16% improve in worth over the prevailing 21st Century Fox provide for Sky. Comcast’s superior money proposal implies an fairness worth of $31bn (£22bn) for Sky.

A mix would convey engaging monetary advantages to Comcast shareholders, and is predicted to be accretive to Comcast’s free money circulate per share in 12 months one.

We assume Sky is an excellent firm. It has 23 million clients and main positions within the UK, Italy, and Germany. Sky has been a constant innovator in its use of know-how to ship a incredible viewing expertise and has a proud file of funding in information and programming. It has nice individuals and a really robust and succesful administration group,” mentioned Brian L. Roberts, Chairman and CEO of Comcast Corporation.

Roberts added, Comcast intends to make use of Sky as a platform for progress in Europe. We have already got a robust presence in London by way of our NBCUniversal worldwide operations, and we intend to take care of Sky’s UK headquarters. Adding Sky to the Comcast household of companies will improve our worldwide revenues from 9% to 25% of Company revenues.”

The acquisition would improve the leisure, distribution, and know-how management of Comcast, and importantly broaden Comcast’s worldwide footprint to extra successfully compete within the quickly altering and intensely aggressive leisure and communications panorama. The mixed enterprise would create compelling alternatives for progress and innovation.

Investor Conference Call Details

Comcast will host two convention calls with the monetary neighborhood at present, February 27, 2018. The convention calls and associated supplies might be broadcast stay and posted on its Investor Relations web site at www.cmcsa.com. Details for the calls are as follows:

U.Ok. Investor Conference Call

Time: four a.m. Eastern Time (9 a.m. UK Time)
Webcast Link: www.cmcsa.com
United States: +1 (855) 857-0686
United Kingdom: +44 (zero) 800 358 9473
Conference ID: 84364746

Replay of U.Ok. Investor Call

United States: +1 (844) 307-9361
United Kingdom: +44 (zero) 800 358 2049
Conference ID: 30222497
Webcast Link: www.cmcsa.com

U.S. Investor Conference Call

Time: eight a.m. Eastern Time (1 p.m. UK Time)
Webcast Link: www.cmcsa.com
United States: +1 (855) 857-0686
United Kingdom: +44 (zero) 800 358 9473
Conference ID: 83986596

Replay of U.S. Investor Call

United States: +1 (844) 307-9361
United Kingdom: +44 (zero) 800 358 2049
Conference ID: 301222500
Webcast Link: www.cmcsa.com

About Comcast Corporation

Comcast Corporation (Nasdaq: CMCSA) is a worldwide media and know-how firm with two main companies, Comcast Cable and NBCUniversal. Comcast Cable is without doubt one of the nation’s largest video, high-speed web, and cellphone suppliers to residential clients beneath the XFINITY model, and likewise supplies these companies to companies. It additionally supplies wi-fi and safety and automation companies to residential clients beneath the XFINITY model. NBCUniversal operates information, leisure and sports activities cable networks, the NBC and Telemundo broadcast networks, tv manufacturing operations, tv station teams, Universal Pictures and Universal Parks and Resorts. Visit www.comcastcorporation.com for extra info.

Cautionary Statement Concerning Forward-Looking Statements

This doc incorporates sure “forward-looking statements” inside the which means of the Private Securities Litigation Reform Act of 1995. The info included on this doc might include statements that are, or could also be deemed to be, “forward looking statements”. Such ahead trying statements are potential in nature and usually are not primarily based on historic details, however somewhat on present expectations and on quite a few assumptions relating to the enterprise methods and the setting by which Comcast Corporation and Sky plc and their respective related firms will function sooner or later and are topic to dangers and uncertainties that would trigger precise outcomes to vary materially from these expressed or implied by these statements.

The ahead trying statements contained on this doc might relate to the monetary place, enterprise technique, plans and aims of administration for future operations of Comcast Corporation and Sky plc and their respective related firms, and different statements aside from historic details. In some circumstances, these ahead trying statements could be recognized by means of ahead trying terminology, together with the phrases “believes”, “estimates”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “intends”, “may”, “will” or “should” or their negatives or different variations or comparable terminology. By their nature, forward-looking statements contain danger and uncertainty as a result of they relate to occasions and depend upon circumstances that may happen sooner or later. If any a number of of those dangers or uncertainties materialises or if any a number of of the assumptions show incorrect, precise outcomes might differ materially from these anticipated, estimated or projected. Such ahead trying statements ought to subsequently be construed within the mild of such elements. Neither Comcast Corporation nor any of its associates, administrators, officers or advisers, supplies any illustration, assurance or assure that the prevalence of the occasions expressed or implied in any ahead trying statements on this doc will really happen. Given these dangers and uncertainties, you shouldn’t place any reliance on ahead trying statements, which converse solely as of the date of the related doc. Comcast Corporation expressly disclaims any obligation or endeavor to replace or revise any forward-looking assertion (besides to the extent legally required).

Unless expressly said in any other case, no assertion contained or referred to on this doc is meant to be a revenue forecast or revenue estimate.

Important info for U.S. Sky shareholders

Sky is a public restricted firm integrated in England. If a proposal is made for Sky, it might be made within the United States in compliance with the relevant U.S. tender provide guidelines beneath the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), together with Regulation 14E thereunder, and in any other case in accordance with the necessities of English legislation. Accordingly, any provide might be topic to disclosure and different procedural necessities, together with with respect to withdrawal rights, the provide timetable, settlement procedures and timing of funds which might be totally different from these relevant beneath U.S. home tender provide legislation and observe. Sky’s monetary info, together with any included in any provide documentation, won’t have been ready in accordance with U.S. GAAP, or derived therefrom, and should subsequently differ from, and never be comparable with, monetary info of U.S. firms.

Comcast and its associates or brokers (performing as brokers for Comcast or its associates, as relevant) might sometimes, and aside from pursuant to any provide for Sky that’s commenced, straight or not directly, buy, or organize to buy outdoors the United States, shares in Sky or any securities which might be convertible into, exchangeable for or exercisable for such shares earlier than or throughout the interval by which any provide stays open for acceptance, to the extent permitted by, and in compliance with, Rule 14e-5 beneath the U.S. Exchange Act and in compliance with the Code. These purchases might happen both within the open market at prevailing costs or in personal transactions at negotiated costs. Information about any such purchases or preparations to buy that’s made public in accordance with English legislation and observe might be obtainable to all traders (together with within the United States) by way of the Regulatory News Service on www.londonstockexchange.com.

If any provide for Sky is consummated, the transaction might have penalties beneath U.S. federal revenue tax and relevant U.S. state and native, in addition to overseas and different, tax legal guidelines for Sky shareholders. Each shareholder is urged to seek the advice of his or her unbiased skilled adviser relating to the tax penalties of any provide.

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Not for launch, publication or distribution, straight or not directly, in entire or partially in, into or from any jurisdiction the place to take action would represent a violation of the related legal guidelines or laws of that jurisdiction.

This announcement shouldn’t be an announcement of a agency intention to make a proposal beneath Rule 2.7 of the City Code on Takeovers and Mergers (the “Code”) and there could be no certainty that a proposal might be made.

This announcement shouldn’t be supposed to and doesn’t represent a proposal to purchase or the solicitation of a proposal to subscribe for or promote or an invite to buy or subscribe for any securities or the solicitation of any vote in any jurisdiction.

In accordance with Rule 26.1 of the Code, a duplicate of this announcement might be obtainable (topic to sure restrictions regarding individuals resident in restricted jurisdictions) on Comcast’s web site at www.comcastcorporation.com. The content material of this web site shouldn’t be integrated into, and doesn’t kind a part of, this announcement.

Disclosure necessities of the Code

Under Rule eight.three(a) of the Code, any one that is considering 1% or extra of any class of related securities of an offeree firm or of any securities change offeror (being any offeror aside from an offeror in respect of which it has been introduced that its provide is, or is more likely to be, solely in money) should make an Opening Position Disclosure following the graduation of the provide interval and, if later, following the announcement by which any securities change offeror is first recognized. An Opening Position Disclosure should include particulars of the individual’s pursuits and quick positions in, and rights to subscribe for, any related securities of every of (i) the offeree firm and (ii) any securities change offeror(s). An Opening Position Disclosure by an individual to whom Rule eight.three(a) applies should be made by no later than three.30 pm (London time) on the 10th enterprise day following the graduation of the provide interval and, if acceptable, by no later than three.30 pm (London time) on the 10th enterprise day following the announcement by which any securities change offeror is first recognized. Relevant individuals who deal within the related securities of the offeree firm or of a securities change offeror previous to the deadline for making an Opening Position Disclosure should as an alternative make a Dealing Disclosure.

Under Rule eight.three(b) of the Code, any one that is, or turns into, considering 1% or extra of any class of related securities of the offeree firm or of any securities change offeror should make a Dealing Disclosure if the individual offers in any related securities of the offeree firm or of any securities change offeror. A Dealing Disclosure should include particulars of the dealing involved and of the individual’s pursuits and quick positions in, and rights to subscribe for, any related securities of every of (i) the offeree firm and (ii) any securities change offeror, save to the extent that these particulars have beforehand been disclosed beneath Rule eight. A Dealing Disclosure by an individual to whom Rule eight.three(b) applies should be made by no later than three.30 pm (London time) on the enterprise day following the date of the related dealing.

If two or extra individuals act collectively pursuant to an settlement or understanding, whether or not formal or casual, to accumulate or management an curiosity in related securities of an offeree firm or a securities change offeror, they are going to be deemed to be a single individual for the aim of Rule eight.three.

Opening Position Disclosures should even be made by the offeree firm and by any offeror and Dealing Disclosures should even be made by the offeree firm, by any offeror and by any individuals performing in live performance with any of them (see Rules eight.1, eight.2 and eight.four).

Details of the offeree and offeror firms in respect of whose related securities Opening Position Disclosures and Dealing Disclosures should be made could be discovered within the Disclosure Table on the Takeover Panel’s web site at www.thetakeoverpanel.org.uk, together with particulars of the variety of related securities in subject, when the provide interval commenced and when any offeror was first recognized. You ought to contact the Panel’s Market Surveillance Unit on +44 (zero) 20 7638 0129 in case you are in any doubt as as to whether you might be required to make an Opening Position Disclosure or a Dealing Disclosure.