Sky Television is to buy Vodafone New Zealand for $3.44 billion in cash and shares.
Sky Network Television doesn't have an attractive future as a "pure" standalone pay-TV business in the longer term as it faces increased rivalry and a "fundamental deterioration" in its strategic position, according to Grant Samuel, the independent adviser and appraiser of its merger proposal with Vodafone NZ.
The Auckland-based companies
plan to merge to create the country's largest telecommunications and media group in a $3.44 billion deal that would give Vodafone Europe a 51 per cent share in the combined group. Sky directors unanimously recommend its shareholders vote in favour of the deal at a July 6 meeting, and Grant Samuel has said the deal is "fair".
Sky TV earnings are in decline as it loses subscribers on its dominant satellite-TV service and faces higher content costs because of increased rivalry from internet-based services such as Netflix. For Vodafone, the country's largest mobile phone provider and second-largest broadband service, the deal gives it access to content to feed through its channels. Without a meaningful broadband or phone service offered through a tie-up with Vodafone, Sky TV is in a "strategically weak position" to attract and retain customers, Grant Samuel says.
"Sky TV's strategic position as a 'pure play' pay-television operator is not attractive over the longer term," Grant Samuel said in a summary of its independent adviser's report and appraisal report released today. "Shareholders in a standalone Sky TV would be exposed to numerous risks, some of which, over time, could potentially threaten the viability of the business.
"In Grant Samuel's view, the strategic benefits of the proposed transaction are such that Sky TV shareholders will clearly be better off if the proposed transaction is implemented than if they continue as shareholders in a standalone Sky TV."
