ITV rejects NTL's £5bn cash and shares merger offer

LONDON - ITV has rejected NTL's cash and shares offer, claiming the 122p a share price undervalued the company, the shares element is unattractive and it sees no appeal in combining with NTL.

NTL began talks with ITV on November 9, a week before BSkyB made its surprise £940m swoop last Friday for 17.9% of ITV's shares, seen by many as an attempt to block a move by NTL on the troubled broadcaster.

Sky paid over the odds at 135p a share for its stake in ITV, and analysts saw the move as largely killing off any chances of the merger.

It has now emerged from ITV that NTL had offered to acquire each ITV share at a price of 105p in cash and one new NTL share worth 17p at the close of business on November 9.

ITV's board has now delivered a second kick in the teeth to the cable company and its Virgin Mobile partner with a blunt rejection, after meeting to discuss NTL's offer yesterday.

It said its decision is based on the fact it can see "little, if any, strategic logic" in combining with NTL, although it sees the "obvious appeal" of the deal to NTL.

The board added that the offer undervalued ITV, while also pouring cold water on NTL's attempt to pay partly in its own shares. It was unable to recommend to ITV shareholders that they should take NTL stock.

ITV also pointed out that NTL's share price has dropped, so the share element of the offer had fallen in value to 15.4p by last Thursday leaving the total offer worth 120.4p an ITV share.

At the same time, Ofcom has invited ITV and BSkyB to comment on whether the satellite broadcaster's acquisition of shares in ITV represents a change of control of one or more of the licences held by ITV.

In a statement, NTL slammed BSkyB for its move and said it was not in the public interest.

"NTL has noted BSkyB's acquisition of a stake in ITV, which provides BSkyB with material influence over ITV, Freeview and the UK media. NTL also notes ITV's subsequent announcement that it has rejected an initial approach made prior to BSkyB's stakebuilding exercise. ITV has made no effort to engage in further discussions with NTL since that initial approach.

"Regardless of public statements by BSkyB, its holdings in ITV will reduce competition and raise plurality concerns in the UK media market. This is clearly not in the public interest."

NTL said it was considering its options in light of the latest developments.

Ofcom said that if it concludes that a change of control had taken place, it would then need to review the effects -- or likely effects -- of such a change of control on ITV's licensed services; for example, original productions, news and current affairs programmes and regional programming.

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