BSkyB completes acquisition of Sky Italia and 89.71 % of Sky Deutschland

sky summer_logoBSkyB has completed its acquisition of Sky Italia S.r.l and takeover offer for Sky Deutschland AG.

Previous reporting.

The Company has acquired 89.71% of the share capital of Sky Deutschland, with 87.45% acquired through the offer process and the balance acquired subsequent to the close of the offer acceptance period on 3 November 2014.

The acquisition of Sky Italia was for a total consideration of £2.45 billion, £2.07 billion paid in cash and the balance through the transfer to 21st Century Fox of BSkyB’s 21% stake in National Geographic Channel International.

The acquisition of 87.45% of Sky Deutschland through the offer process was for a total consideration of €5.50 billion (representing €6.75 per share), with a further 2.26% being acquired at an average price of €6.20 per share, amounting to €5.63 billion in aggregate.

The enlarged group will serve 20 million customers across five countries: Italy, Germany, Austria, the UK and Ireland. It will also be one of the largest employers in the sector with 31,000 staff across 30 main sites.

Group Chief Executive, Jeremy Darroch will oversee the enlarged group as well as continuing to lead the UK and Ireland business while Andrew Griffith will be Group Chief Financial Officer. Andrea Zappia will continue to lead the business in Italy as Chief Executive of Sky Italia and Brian Sullivan remains Chief Executive of Sky Deutschland AG.

UK, London & Italy, Milan & Germany, Unterföhring, Bavaria

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BSkyB to acquire Sky Italia and a 57.4% stake in Sky Deutschland

sky summer_logoBSkyB is to acquire 21st Century Fox’s 100% stake in Sky Italia and its 57.4% interest in Sky Deutschland.

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% 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.

Jeremy Darroch, BSkyB’s Chief Executive, said: “This transaction will create a world-class, multinational pay TV business with enhanced headroom for growth and immediate benefits of scale. The three Sky businesses are leaders in their home markets and will be even stronger together. By creating the new Sky, we will be able to use our collective strengths and expertise to serve customers better, grow faster and enhance returns.”

The acquisitions will take 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.

21CFFollowing the agreement to acquire 21st Century Fox’s 57.4% stake in Sky Deutschland, BSkyB has announced that it will launch a voluntary cash offer to Sky Deutschland’s minority shareholders at €6.75 per share. There is no minimum acceptance condition as BSkyB believes it can realise the advantages of closer collaboration with Sky Deutschland and support its continued growth and development with the 57.4% stake it is acquiring through this transaction.

Subject to the number of Sky Deutschland minority shareholders that accept the offer, the total cash consideration overall may be up to approximately £7.0 billion.

The consideration will be funded in part by the proceeds of a placing of 156.1 million new Ordinary Shares representing approximately 9.99% of the issued share capital of BSkyB. 21st Century Fox has irrevocably undertaken to participate in the placing pro rata in order to maintain its holding in BSkyB at the current level of 39.14%. The remaining consideration will come from a combination of new debt facilities and cash resources.

In addition to the enhanced growth profile of the enlarged group, BSkyB expects to be able to realise £200 million of run-rate cash synergies by the end of the second full financial year after completion, with further additional synergies expected in subsequent periods. The significant majority of synergies are expected to arise from the UK and Italy being the two businesses with larger and more similar direct to home operations. Other than the acquisition of acquired programming rights, cost savings are expected across most areas of the business including the production of live events, commissioning, back office IT systems, rationalisation of suppliers and, over time, in product and set top box development. Management’s current estimate is that the costs to achieve these synergies will be around £150 million.

 UK & Germany & Italy

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