Comcast Corporation Increases Superior Cash Offer for Sky plc

Comcast Corporation (Nasdaq: CMCSA) (“Comcast”) today published an
announcement containing the terms of an increased superior cash offer
for the entire issued and to be issued share capital of Sky to £14.75
per share (the “UK Increased Offer Announcement”). This implies a value
of $34 billion (£26 billion) for the fully diluted share capital of Sky.
Additionally, Comcast announced that its increased superior cash offer
has been recommended by the Sky Independent Committee of Directors.
Comcast has long admired Sky and believes it is an outstanding company
and a great fit with Comcast. Today’s announcement further underscores
Comcast’s belief and its commitment to owning Sky.

Comcast has committed financing available to satisfy the full cash
consideration payable to Sky shareholders under the terms of the
acquisition. Comcast has already received relevant regulatory approvals
in the EU, Austria, Germany, Italy, and Jersey. Comcast expects to
complete the acquisition before the end of October 2018.

The offer document containing full terms and conditions of Comcast’s
recommended increased superior cash offer and the procedures for its
acceptance will be published and posted shortly and will be available on
Comcast’s website at www.cmcsa.com/proposal-for-sky.

This press release should be read in conjunction with the UK Increased
Offer Announcement, both of which are on Comcast’s website at www.cmcsa.com/proposal-for-sky.

About Comcast Corporation

Comcast Corporation (Nasdaq: CMCSA) is a global media and technology
company with two primary businesses, Comcast Cable and NBCUniversal.
Comcast Cable is one of the nation’s largest video, high-speed internet,
and phone providers to residential customers under the XFINITY brand,
and also provides these services to businesses. It also provides
wireless and security and automation services to residential customers
under the XFINITY brand. NBCUniversal operates news, entertainment and
sports cable networks, the NBC and Telemundo broadcast networks,
television production operations, television station groups, Universal
Pictures and Universal Parks and Resorts. Visit www.comcastcorporation.com
for more information.

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

Further information

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 proposed
acquisition by Comcast (or its nominee(s), a wholly owned subsidiary of
Comcast) of the entire issued and to be issued share capital of Sky (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 (if implemented pursuant to a takeover
offer within the meaning of Part 28 of the Companies Act 2006) will be
implemented solely pursuant to the terms of the offer document and the
accompanying form of acceptance, which will contain the full terms and
conditions of the Acquisition, including details of how to accept the
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
offer document and the form of acceptance. Sky shareholders are advised
to read the formal documentation in relation to the Acquisition
carefully once it has been dispatched. 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.

Cautionary Statement Concerning Forward-Looking Statements

This announcement contains certain “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995.
This announcement (including information incorporated by reference in
this announcement), oral statements made regarding the Acquisition, and
other information published by Comcast 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 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 Sky, 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 believes that the expectations
reflected in such forward-looking statements are reasonable, Comcast 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 U.S. Securities and Exchange Commission made by
Comcast, important risk factors that may cause such a difference
include, but are not limited to, (i) the completion of the Acquisition
on anticipated terms and timing, (ii) the ability of Sky and Comcast to
integrate the businesses successfully and to achieve anticipated
synergies or benefits, (iii) the risk that disruptions from the
Acquisition will harm Sky’s or Comcast’s businesses, (iv) legislative,
regulatory and economic developments and (v) unpredictability and
severity of catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities. While the list of factors
presented here is considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements. Such
forward-looking statements should therefore be construed in the light of
such factors.

Neither Comcast nor any of its associates or directors, officers or
advisors, 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, Comcast is
under no obligation, and Comcast expressly disclaims 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 or Sky, 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 or Sky, as appropriate.

Overseas jurisdictions

The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves about, and
observe, any applicable requirements. In particular, the ability of
persons who are not resident in the United Kingdom to accept the offer,
or to execute and deliver the form of acceptance, may be affected by the
laws of the relevant jurisdictions in which they are located. Sky
shareholders who are in any doubt regarding such matters should consult
an appropriate independent advisor in the relevant jurisdiction without
delay. Any failure to comply with such restrictions may constitute a
violation of the securities laws of any such jurisdiction.

This announcement has been prepared for the purpose of complying with
English law and the City Code on Takeovers and Mergers (the “City 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 England.

Unless otherwise determined by Comcast or required by the City Code, and
permitted by applicable law and regulation, the 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 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
offer may not be capable of acceptance by any such use, means,
instrumentality or facilities. Accordingly, copies of this announcement
and any formal documentation relating to the Acquisition 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 will be contained in the offer document.

Important information for U.S. shareholders and Sky ADR holders

Sky is a public limited company incorporated in England. The offer will
be made to Sky shareholders in the United States in compliance with the
applicable U.S. tender offer rules under the U.S. Securities Exchange
Act of 1934, as amended (the “U.S. Exchange Act”), including Regulation
14E thereunder taking into account no action relief and exemptive relief
granted by the U.S. Securities and Exchange Commission (the “SEC”), and
otherwise in accordance with the requirements of English law.
Accordingly, the offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights,
the offer timetable, settlement procedures and timing of payments that
are different from those applicable under U.S. domestic tender offer law
and practice. Sky’s financial information, including any included in the
offer documentation, will not have been prepared in accordance with U.S.
GAAP, or derived therefrom, and may therefore differ from, and not be
comparable with, financial information of U.S. companies.

Comcast and its affiliates or brokers (acting as agents for Comcast or
its affiliates, as applicable) may from time to time, and other than
pursuant to the offer, directly or indirectly, purchase, or arrange to
purchase outside the United States, shares in Sky or any securities that
are convertible into, exchangeable for or exercisable for such shares
before or during the period in which the offer remains open for
acceptance, to the extent permitted by, and in compliance with,
exemptive relief granted by the SEC from Rule 14e-5 under the U.S.
Exchange Act and in compliance with the City Code. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Information about any such purchases
or arrangements to purchase that is made public in accordance with
English law and practice will be available to all investors (including
in the United States) via the Regulatory News Service on www.londonstockexchange.com.

The offer, if consummated, may have consequences under U.S. federal
income tax and applicable U.S. state and local, as well as non-U.S., tax
laws for Sky shareholders and Sky ADR holders. Each Sky shareholder
(including the U.S. shareholders, and Sky ADR holders) is urged to
consult his or her independent professional advisor regarding the tax
consequences of the offer.

It may not be possible for Sky shareholders or Sky ADR holders in the
United States to effect service of process within the United States upon
Sky (a company incorporated in England), or its officers or directors,
some or all of which may reside outside the United States, or to enforce
against any of them judgments of the United States courts predicated
upon the civil liability provisions of the federal securities laws of
the United States or other U.S. law. It may not be possible to bring an
action against Sky, or its officers or directors, in a non-U.S. court
for violations of U.S. law, including the U.S. securities laws. There is
also substantial doubt as to enforceability in the United Kingdom in
original actions, or in actions for the enforcement of judgments of U.S.
courts, based on civil liability provisions of U.S. federal securities
laws.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in one
percent or more of any class of relevant securities of an offeree
company or of any securities exchange 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 securities exchange offeror is
first identified.

An Opening Position Disclosure must contain details of the person’s
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange 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
p.m. (London time) on the 10th business day following the commencement
of the offer period and, if appropriate, by no later than 3.30 p.m.
(London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company or of
a securities exchange offeror prior to midnight on the day before the
deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes,
interested in one percent or more of any class of relevant securities of
the offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities of the
offeree company or of any securities exchange offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person’s interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any
securities exchange 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 p.m.
(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 an offeree company or a securities
exchange 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 the offeree company
and by any offeror and Dealing Disclosures must also be made by the
offeree company, 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
Panel’s 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
Takeover Panel’s Market Surveillance Unit on +44 (0) 20 7638 0129.

For the purposes of this section of this announcement, “business day”
means a day on which the London Stock Exchange is open for the
transaction of business.

View source version on businesswire.com: https://www.businesswire.com/news/home/20180711005861/en/

Leave a Comment