‘It’s the only way to decide’: Comcast and Fox are on course to settle pursuit of Sky with a blind auction

Simon Dawson | Bloomberg | CNBC

A drawn-out bidding war for one of the entertainment industry’s most coveted assets will be decided by a sealed bids auction, unless there is a best-and-final offer by the end of the week.

Comcast and Twenty-First Century Fox have been locked in a transatlantic battle for British broadcaster Sky for almost two years, although the very public contest appears to be entering its final phase.

That’s because if neither of the U.S. media giants drop out by Saturday, the companies will head to a blind auction overseen by regulators, according to British takeover rules.

‘Open up the war chest’

“For now, Comcast seems to be in pole position, but it’s not a slam dunk. There’s so much to play for and expect both companies to open up the war chest,” Paolo Pescatore, an independent telecom and media analyst, told CNBC via email on Monday.

“This represents a great opportunity to own a prized asset which will prove to be a worthy long-term investment,” he added.

In such auctions, bidders submit secret offers to a third-party arbiter. And while this method is relatively common for commercial transactions, it is extremely unusual when it comes to deal-making for such a high-profile public company.

Britain’s Takeover Panel — the body that regulates U.K. mergers and acquisitions — would administer an auction, drawing the curtain on one of the U.K.’s longest-running takeover battles.

Sky’s appeal to U.S. media firms is such that owning the company would give them both a rare opportunity to diversify out of North America and reach consumers more directly. It has a stock market value of around £26.8 billion ($35 billion).

“It is so close to call that a sealed bid will be the only way to decide the outcome,” Pescatore said.

What has been offered so far?

On July 11, Comcast raised its cash offer for Sky to $34 billion, topping Fox’s much-improved offer for the same company.

Comcast said its renewed bid had been recommended by the independent committee of Sky. The company also said it had earmarked funds to fulfil the terms of the deal.

Just hours earlier, Fox had raised its offer to about $32.5 billion. Fox had originally reached a deal in December 2016 to buy the part of Sky it does not already own.

To make things slightly more complicated, Comcast and Disneyseparately traded bids to buy Fox. Disney won that particular contest, agreeing to buy a chunk of Fox assets — including its existing Sky stake — for $71 billion.

Robert Iger, chairman and chief executive officer of Walt Disney Co. and Brian Roberts, Comcast chairman and CEO.

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Robert Iger, chairman and chief executive officer of Walt Disney Co. and Brian Roberts, Comcast chairman and CEO.

The public skirmish to control some of Rupert Murdoch’s global empire comes as some of the worlds’ most influential media moguls try to find ways to stay relevant at a time when American consumers are cutting their cable subscriptions and spending more time online.

A rapidly changing media landscape is forcing legacy entertainment giants to consider spending tens of billions of dollars in order to keep pace with upstarts like Netflix and Amazon.

Why is Sky so important?

Fox owns a 39 percent stake in British broadcaster Sky. And the European pay-television group boasts a market-leading platform that is thought to have approximately 23 million customers across the continent.

Sky also has a range of other sought-after television content, most notably rights to show English Premier League soccer matches.

Comcast’s Brian Roberts has previously said the appeal of Sky left him feeling “terribly impressed,” while Disney’s Bob Iger called the British broadcaster the “crown jewel” of Fox’s television and movie assets.

Disclosure: Comcast is the owner of NBCUniversal, parent company of CNBC and CNBC.com.

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