Fox Lowers Threshold for Sky Approval

Needs just 11% of vote to seal agreement; Comcast bid is still higher
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The battle for control of Sky continued to heat up on Wednesday after 21st Century Fox formalized its bid for the British satellite company and eased some restrictions on shareholder approval of its £14 ($18.23) per share buyout offer, meaning Fox need only to convince holders of 11% of Sky stock to accept its bid.

Officially, Fox switched the merger conditions to a straight offer from a scheme of arrangement, meaning that it would need to sway as little as 50% of the Sky vote to accept its bid rather than 75%. Since Fox already owns 39% of Sky, it need only obtain 11% of the vote to get the winning bid.

Comcast, which dropped out of the running for other Fox assets pledged to the Walt Disney Co. to concentrate on its Sky bid, still has the largest offer on the table -- £14.75 ($19.21) per share. But Comcast needs to convince 50% of shareholders plus one share to have its bid win out.

In a statement, Sky said its board of directors is currently evaluating both Fox and Comcast proposals and will respond within the next 14 days. By formalizing its offer for Sky, Fox has set in motion a 46-day shot clock where both sides can modify their bids.

Fox also said in the document that it expects to pay its advisers on the deal – including Deutsche Bank, Goldman Sachs, J.P. Morgan and Centerview Partners-- £242.1 million ($315.3 million) in fees if the acquisition pans out. 

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