Fox’s move sets the scene for a sealed auction to kick off after the September 22 deadline for Fox to raise its bid. According to press reports, the framework for such an auction, which would be run by the UK Takeover Panel, is currently under discussion between the parties.
Comcast last week extended its deadline for Sky shareholders to accept its offer until October 6, following a previous extension. Comcast has so far secured acceptances from 0.29% of Sky shareholders for its superior £14.75 a share offer, which has been recommended by Sky’s board, while Fox has secured less than 1% of shares it does not already own. Fox, which currently has a 39% stake in the pay TV operator, has not so far indicated that it is prepared to increase its offer ahead of that date.
In an auction scenario, Fox could theoretically only have to win over 11% of shareholders to secure majority control, while Comcast would have to secure 50%, or around 82% of shares not controlled by Fox already.
In August, Fox posted its £14 a share offer without topping Comcast’s superior bid, but switched to moving to acquire the company by way of a public takeover offer within the meaning of part 28 of the 2006 Companies Act rather a scheme of arrangement in accordance with part 26 of the act, as it had proposed previously.
Sky said that the acquisition remained conditional on acceptances representing 75% or more of the Sky shares not controlled by Fox, but the company reserved the right to reduce this acceptance condition to a level that could be as little as a simple majority of all Sky shares, including those it already holds.