Hengeler Mueller advises BSkyB on takeover offer to Sky Deutschland

29. July 2014

BSkyB announced on 25 July 2014 that it had entered into agreements with 21st Century Fox to acquire 21st Century Fox's 57.4% stake in Sky Deutschland AG (“SkyD) on a fully diluted basis and its 100% stake in Sky Italia. BSkyB also announced its intention to make a voluntary public takeover offer to the shareholders of SkyD for the purchase of their ordinary registered shares with no par value in SkyD against payment of a cash consideration of EUR 6.75 per SkyD Share. The acquisition of 21st Century Fox's 57.4% stake in SkyD is for a consideration of EUR 3.6 bn, valuing SkyD at EUR 6.75 per SkyD share. The total consideration for the acquisition of Sky Italia is GBP 2.45 bn with approximately GBP 2.07 bn 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 GBP 382 m. Subject to the number of SkyD minority shareholders that accept the offer, the total cash consideration overall may be up to approximately GBP 7 bn. The transactions are subject to regulatory and independent BSkyB shareholder approval.

Hengeler Mueller advised BSkyB on the transactions. The Hengeler Mueller team included partners Georg Frowein, Klaus-Dieter Stephan and Joachim Rosengarten (all Corporate/M&A, Frankfurt), Johannes Tieves (Finance, Frankfurt), Albrecht Conrad (Regulatory, Berlin), Matthias Scheifele (Tax, Frankfurt), Alf-Henrik Bischke (Merger Control, Düsseldorf), counsel Fabian Seip (Regulatory, Berlin) as well as associates Christin Posdziech (Frankfurt), Philip Goj (Munich) and Johannes Baumann (Frankfurt) (all Corporate/M&A).