Slaughter and May advised Disney on its involvement in the takeover battle for Sky

Slaughter and May, as part of an integrated team with Cravath, Swaine & Moore LLP, advised The Walt Disney Company (“Disney”) on certain English law aspects arising from its ongoing $85bn acquisition of Twenty-First Century Fox, Inc. (“Fox”) and in relation to Fox’s involvement in the £30bn takeover battle for Sky plc. 

On 28 June 2018 the Takeover Panel ruled that, as Fox held 39% of the shares in Sky plc (“Sky”), in certain circumstances Disney would be required to make a mandatory offer for the shares in Sky not owned by Fox at a price of £14.00 per Sky share by virtue of the Takeover Code’s “chain principle”.  Slaughter and May successfully defended appeals brought by certain hedge funds and by Sky to the Hearings Committee and Takeover Appeal Board relating to the determination of the mandatory offer price.

Slaughter and May also advised Disney in relation to Fox’s takeover bid for Sky, including on the proposed divestment of Sky News to Disney which would have occurred had Fox acquired Sky.  The proposal overcame the Government’s initial concerns about the effects of Fox’s bid on media plurality in the UK.  Another highlight was advising on the rare auction administered by the Takeover Panel on 22 September 2018 to resolve Fox’s and Comcast Corporation’s competing bids for Sky.  This was the first such auction since 2008.

Slaughter and May supported the in-house legal team at Disney, led by Alan Braverman (General Counsel), Jim Kapenstein (Associate General Counsel) and Peter Wiley (Chief International Counsel) and a Cravath Swaine & Moore LLP team led by Faiza Saeed (Presiding Partner) and George Schoen (Partner).