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Freshfields and Davis Polk win roles as Comcast eyes Sky with ‘superior’ £22bn bid

Broadcasting giant Comcast has instructed Freshfields Bruckhaus Deringer and Davis Polk & Wardwell as it looks to trounce an existing offer for Sky from Rupert Murdoch-owned 21st Century Fox.

Philadelphia-headquartered Comcast said in a statement today (27 February) that its ‘superior cash proposal of £12.50 per share represents a 16% increase in value over the existing 21st Century Fox offer for Sky’.

The proposed offer from Comcast implies an equity value of £22bn ($31bn), compared with a bid from 21st Century Fox in December 2016 to buy the remaining 61% of Sky it didn’t already own. That bid valued Sky at £18.5bn and £10.75 per share.

Advising the bidder, the London-based Freshfields team is being led by M&A partners Julian Long and Alison Smith, City competition partners John Davies and Michelle Davis and London employment partner Alice Greenwell.

Meanwhile, Davis Polk is also advising longstanding client Comcast with a team led by New York managing partner Tom Reid and including London corporate partner Will Pearce and New York corporate partner Brian Wolfe.

Davis Polk partners Michael Kaplan and Reuven Young (securities), Jason Kyrwood and Nick Benham (debt financing), Neil Barr and Jonathan Cooklin (tax) and Arthur Burke (antitrust) are also advising.

As lead advisers to 21st Century Fox, Allen & Overy’s team is led by co-head of antitrust Antonio Bavasso, corporate partner David Broadley and M&A partners Seth Jones and Simon Toms.

Also advising 21st Century Fox are New York corporate partners Howard Ellin and Brandon Van Dyke from Skadden, Arps, Slate, Meagher & Flom, as well as  Simpson Thacher & Bartlett partners Patrick Ryan and Sinead O’Shea.

Sky, meanwhile, is advised by Herbert Smith Freehills, with a team led by M&A partner Stephen Wilkinson.

News Corp made an £8bn takeover bid for Sky back in 2010, which was then retracted in 2011 while the phone-hacking trial was conducted. Regulatory concerns regarding media ownership have also been raised regarding combining Murdoch’s News Corp media giant with Europe’s largest pay-TV broadcaster.

HSF and A&O also led for Sky and 21st Century Fox in 2014, when Sky (then called BskyB) concluded a deal worth up to £7.4bn to buy European sister companies Sky Deutschland and Sky Italia from 21st Century Fox.

Brian Roberts, chairman and CEO of Comcast Corporation said: ‘Comcast intends to use Sky as a platform for growth in Europe. We already have a strong presence in London through our NBCUniversal international operations, and we intend to maintain Sky’s UK headquarters.

‘Adding Sky to the Comcast family of businesses will increase our international revenues from 9% to 25% of company revenues.’