Comcast Corporation Prevails with Highest Offer Price in Auction for Sky plc. (Press Release)



Comcast Corporation Prevails with Highest Offer Price in Auction for Sky plc
Announcement of Auction Result
Second Extension and Acceptance Level Update
Offer Extension and Acceptance Level Update
Comcast Corporation Statement on Twenty-First Century Fox
Publication of Offer Document
Comcast Corporation Increases Superior Cash Offer for Sky plc
Recommended Increased Cash Offer for Sky plc
Update on Comcast’s Superior Cash Offer for Sky
Adoption of Post-Offer Undertakings
Rule 2.7 Announcement
Comcast Announces Superior Cash Proposal For Sky
Rule 2.4 Announcement
Comcast Corporation Announces a Firm Superior Cash Offer for Sky plc
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Morgan Stanley Investor Conference Transcript
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New Term Loan Credit Agreement
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MUTUAL AGREEMENTS




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DISCLAIMER – IMPORTANT

Comcast Corporation (“Comcast”) offer for Sky plc (“Sky”) (the “Offer”)

THIS AREA OF THE WEBSITE (THE “MICROSITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER, THE “INFORMATION”) PUBLISHED BY COMCAST RELATING TO THE OFFER. THE INFORMATION YOU ARE SEEKING ACCESS TO IS BEING MADE AVAILABLE IN THIS MICROSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

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The Information is made available for information purposes only, and does not constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of any offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval, pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

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Forward-looking statements

The Information (including information incorporated by reference), may contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Comcast and Sky and their respective associated companies will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward looking statements contained in the Information may relate to the financial position, business strategy, plans and objectives of management for future operations of Comcast and Sky and their respective associated companies, and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "intends", "may", "will" or "should" or their negatives or other variations or comparable terminology. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither Comcast nor any of its associates, directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in the Information will actually occur. Given these risks and uncertainties, you should not place any reliance on forward looking statements, which speak only as of the date of the relevant document. Comcast expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast or profit estimate.

Important information for U.S. shareholders

Sky is a public limited company incorporated in England. The Offer will be made to Sky shareholders in the United States in compliance with the applicable U.S. tender offer rules under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act“), including Regulation 14E thereunder, and otherwise in accordance with the requirements of English law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer law and practice. Sky’s financial information, including any included in any Offer documentation and the information in the documents on this Microsite, will not have been prepared in accordance with U.S. GAAP, or derived therefrom, and may therefore differ from, and not be comparable with, financial information of U.S. companies.

Comcast and its affiliates or brokers (acting as agents for Comcast or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase, or arrange to purchase outside the United States, shares in Sky or any securities that are convertible into, exchangeable for or exercisable for such shares before or during the period in which the Offer remains open for acceptance, to the extent permitted by, and in compliance with, exemptive relief granted by the U.S. Securities and Exchange Commission from Rule 14e-5 under the U.S. Exchange Act and in compliance with the City Code on Takeovers and Mergers (the “Code”). These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about any such purchases or arrangements to purchase that is made public in accordance with English law and practice will be available to all investors (including in the United States) via the Regulatory News Service on www.londonstockexchange.com.

The Offer, if consummated, may have consequences under U.S. federal income tax and applicable U.S. state and local, as well as foreign and other, tax laws.

Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Offer, or passed comment upon the accuracy or otherwise of any of the information contained on this Microsite.

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Other

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