Sky has agreed terms to acquire ITV Media & Entertainment from ITV for a total consideration of up to £1.6 billion (€1.86bn) – subject to adjustment for cash, debt and net working capital – comprising £1.2 billion in cash, Love Productions, and up to £0.2 billion in performance-related earn-out, subject to customary conditions and regulatory approvals. The proposed transaction brings together two of the UK’s most recognisable media organisations.

The pair note that the UK media market is undergoing a “profound and rapid transformation”, and as competition for audiences intensifies, scale matters more than ever in order to compete with streaming giants and YouTube in the UK. Together, Sky and ITV Media & Entertainment will combine free-to-air broadcasting, ad-funded streaming and subscription TV together with Sky’s wider portfolio of broadband, mobile and business services.

Following completion, ITV channels and ITVX will remain free-to-air, with its public service broadcasting commitments continuing to be met in full. Audiences will continue to enjoy the programmes they expect, alongside national and regional news. Sky will continue to be a home of entertainment, premium sport, and market-leading connectivity.

ITV already reaches around 40 million people every week and serves more than 16.5 million monthly digital users. Combined with Sky, the business would account for around 20 per cent of all in-home viewing in the UK, second to the BBC and ahead of YouTube, and create a commercial streaming leader for the UK.

Dana Strong, Sky Group CEO, commented: “This is a defining moment for British media and an opportunity to build a stronger future for two of the UK’s most loved and trusted brands. We have huge respect for the transformation the ITV team has delivered, particularly its successful move into streaming through ITVX, which has brought fantastic British content to millions of viewers across the UK. Bringing Sky and ITV Media & Entertainment together combines the very best of free-to-air television, pay TV and streaming, ensuring viewers across the UK continue to enjoy outstanding British programming in a rapidly changing world. ITV will remain a public service broadcaster at the heart of British life, and we’re excited about the future we can build together.”

Carolyn McCall, Chief Executive Officer at ITV, added: “ITV has successfully evolved in a rapidly changing media landscape – launching, and scaling, ITVX and developing ITV Studios into a major force in the global content market. This transaction builds on that momentum to deliver clear, tangible value for shareholders. At the same time, through the commitments made by Sky, the combined ITV M&E / Sky business will continue to deliver everything about ITV that our viewers and advertisers love and value and our people are hugely proud of – making programmes that reflect and shape society, bringing people together for shared experiences and having the quality, diversity and plurality that are the hallmarks of our contribution to the UK’s creative industries. In addition, all of ITV’s PSB commitments, including regional and national news, are safeguarded under the terms of the Channel 3 Licences until 2034, which Sky is acquiring as part of the Transaction.”

“I am also confident that Sky will be a strong and responsible custodian of ITV M&E, building on its heritage while investing in its future and safeguarding the qualities that make ITV so valued by viewers, advertisers and the UK’s creative industries,” added McCall.

Sky has also agreed to enter into a £2.1 billion content supply agreement over five years with ITV Studios upon completion of the deal. The agreement will support continued investment in British programming while sustaining jobs, skills and growth across the UK’s creative industries. Programming acquired under the agreement will not count towards ITV independent production quotas, helping to ensure continued opportunities for independent producers across the UK.

Approximately £200 million in annual cost synergies are expected to be generated on a run-rate basis by the end of the third year after closing. The majority of cost synergies will be delivered through efficiencies in marketing, technology platforms and non-UK content.

The transaction is subject to customary conditions and regulatory approvals. Further details will be announced in due course.

Industry Reaction

Reacting to the news, Paolo Pescatore of PP Foresight said: “For Sky, this strengthens its UK position across pay TV, free-to-air, streaming, advertising, content discovery and aggregation. For ITV, it creates a cleaner structure. ITV Studios can focus on becoming a stronger standalone global production powerhouse, while ITV’s channels and ITVX gain Sky’s investment and distribution muscle.”

“Traditional broadcasters are under huge pressure. Audiences are fragmenting. Advertising is shifting. Streaming has matured. YouTube, Netflix, Amazon and Disney continue to command more attention. A combined Sky and ITV would create a far stronger domestic player across streaming, advertising, data and British content. But this will rightly face scrutiny. The big questions are around competition, advertising, prominence, news plurality and the future of free-to-air TV. Regulators will need to ensure that choice, plurality and free access are protected. ITV and Sky both play crucial but different roles in the UK market.”

“ITV remains part of the fabric of British TV through news, soaps, entertainment, major live moments and public service broadcasting. Sky brings scale in pay TV, sports, aggregation, advertising, broadband and the connected home. Bringing the two closer together could give the UK market a stronger player with the reach, investment and ambition needed to compete in a very different media world. For Comcast, this is another fascinating move as it reshapes its broader media assets. Sky remains hugely important, but the market has changed dramatically since Comcast bought the business. The real test will be whether this deal protects what makes ITV valuable, while strengthening the UK’s ability to invest in content, advertising, streaming and aggregation,” concluded Pescatore.

Commenting on the announcement, Dame Caroline Dinenage MP, Chair of the Culture, Media and Sport Committee of the UK House of Commons, said: “Today’s news reflects how British broadcasters feel the need to take steps to accelerate their growth so they can better compete with the global media streaming giants. A larger entity could have more clout to attract both audiences and advertising revenue.”

“With such a major consolidation of market share, regulators the CMA and Ofcom will have to look closely to make sure the deal is in the best interests of audiences. Viewers will also want reassurance that there will be no impact on their favourite shows and there could also be anxiety in the sector about the impact on jobs. It will be important to have some early clarification on the future of ITN, which is 40 per cent owned by ITV, given the implications of the deal for the plurality of news. ITV’s role providing regional news programmes that so many people rely on also needs to be protected,” she added.

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Tags: ITV Studios, sky