December 15, 2016 / 8:06 PM / 7 months ago

From New York to London, rapid talks seal Sky-Fox deal

The flag of the Twenty-First Century Fox Inc is seen waving at the company headquarters in the Manhattan borough in New York June 11, 2015.Eduardo Munoz/File photo

LONDON (Reuters) - British business veteran Martin Gilbert was at his desk in early December when he received the call he had been expecting for years. James Murdoch wanted to meet.

Days later, Gilbert, the deputy chairman of Sky (SKYB.L), was in the New York offices of Twenty-First Century Fox (FOXA.O) meeting James, brother Lachlan, father Rupert and the U.S. firm's finance director John Nallen.

The topic was Fox's 39 percent holding in Sky.

Five years after a phone hacking scandal at one of Murdoch's tabloid newspapers derailed a previous bid to take full control of the European pay-TV firm, the family decided the time was right to try again, convinced that a deal would enable them to better take on the likes of Netflix.

"We had been on bid alert due to the fall in the pound and we'd been preparing for this for months, or even years, ever since the last bid failed," a person familiar with the situation said, in reference to the fall in sterling following the British vote to leave the EU.

"We knew they needed to be prepared."

With James Murdoch both the chairman of Sky and the CEO of Fox, it fell to Gilbert to push for the best deal for Sky's independent shareholders. According to the source, Gilbert was told that Fox had three options.

They could sell their stake, and potentially attract a rival takeover, they could manoeuvre to buy the rest of the firm at a low-ball offer or they could negotiate on price in return for Gilbert's support.

With Gilbert agreeing to talks, the focus moved to London where both sides engaged in a frantic round of meetings to haggle over the price the Murdochs needed to pay to unite their empire across two continents.

In meetings near the fashionable King's Road, at Sky's offices and in the premises of their advisers and lawyers, Fox agreed to increase its offer three times before both sides settled on the 10.75 pounds per share offer.

As the talks ran into the weekend the normal Sunday British roast dinner was skipped in favour a simple lunch and afternoon tea. Sunday was spent at the offices of Sky's advisers PJT Partners while the teams moved to the premises of lawyers Herbert Smith for the final 24 hours before the deal was sealed.

Fox, a second source said, knew they had to get the price right as a leak just two days after the New York meeting alarmed some Sky shareholders who said the firm was being sold off too cheaply.

Those familiar with the talks said the atmosphere was completely different to five years ago, when the phone hacking revelations exploded into one of the biggest media scandals to hit Britain, damaging the Murdochs' reputation.

"Martin made a decision which I completely agree with which was to go quick and friendly," the second person close to the talks said, on the condition of anonymity.

"This was the best way to drive the price up as opposed to a big public fight which would have made it likely to end up with no deal at all given the sensitivity of the situation."

A range of code names were used during the talks, including on one document Red Fox and Blue Sky.

The two sides said on Thursday they had agreed a deal valuing Sky at 18.5 billion pounds, with Gilbert recommending the offer to shareholders. While some well-known London investors have denounced the bid as too low, several in the top 50 said they would be pragmatic and accept it.

"We did the best we could," the first source said. "We got the best we could out of Fox."

Editing by Adrian Croft

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