TV crews under a Sky News branded umberella. Sky is a major prize for rival media groups. AFP
TV crews under a Sky News branded umberella. Sky is a major prize for rival media groups. AFP
TV crews under a Sky News branded umberella. Sky is a major prize for rival media groups. AFP
TV crews under a Sky News branded umberella. Sky is a major prize for rival media groups. AFP

What the integration of major media and telecoms firms in UK and US might mean


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As the seismic M&A contest in the US between Comcast and Disney creeps closer to its conclusion, and another one involving Sky in the UK rumbles on, many analysts and investors are again focusing on the intersection, or integration, of major media and telecoms assets on both sides of the Atlantic.

AT&T’s successful purchase of Time Warner was the most notable recent example of so-called "vertical integration", the combination of a distribution behemoth with a content Goliath. And though the US Department of Justice promised a few weeks ago to appeal a judicial ruling earlier this year that permitted that $85 billion mega-merger to proceed, a preponderance of legal experts say the judge’s earlier approval will likely stand.

And as other industry players prepared to embark on another round of consolidation that is now gathering steam, they awaited the outcome of the US government’s initial legal challenge with unalloyed interest.

Last month, shareholders at Disney and Twenty First Century Fox approved Disney’s $71.3bn acquisition of Fox’s international entertainment assets. A little earlier Comcast CEO Brian Roberts had conceded the price tag for those media properties was too high for him to continue with his rival bid, and rather graciously called off his firm’s pursuit. (Disclosure: CNBC, my employer, is a wholly owned subsidiary of Comcast). The Murdoch family had reportedly preferred the stock element of Disney’s offer, with the added benefit that US authorities had already granted conditional anti-trust approval for the deal.

Disney has a current market capitalisation of close to $168bn, and from the outset the company was clear about its rationale for splashing out for Fox’s movie and TV production house, its US cable channels and indeed its Asian content powerhouse Star India. The ultimate prize is competitive scale and superior content for the coming war over internet streaming.

And the 39 per cent of Sky that Fox owns could also prove useful to Disney, since the UK-based firm possesses some enviable content including much sought-after rights to screen England’s Premier League football.

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Read more:

UK TV broadcaster Sky's earnings surge

Comcast tops Murdoch offer by boosting Sky bid to $34bn

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Sky would also provide some cutting-edge distribution technology that will improve the platform offering of whoever ends up as its successful suitor; and represents a diversification opportunity outside the United States with sizeable subscriber bases in Germany and Italy. Disney/Fox has less than weeks to launch another bid for Sky that will outstrip’s Comcast’s latest offer. Otherwise Sky shareholders may be minded to sell to Comcast, subject as ever to regulatory approval.

Last month I heard a contrarian position on the benefits of such vertical integration (anyone remember the ill-fated AOL-Time Warner?) from Amos Genish, the CEO of Telecom Italia. His firm has partnered with, and competed against, Sky several times in the past decade. “I don't think that the payback is as clear as people are claiming,” he told me at his Rome headquarters.

He insisted instead that a telecoms giant (Telecom Italia is a top 10 company in one of the world’s top 10 economies) should focus on what it knows best, distribution through its networks, but also take “calculated, careful steps” to pick and choose the best content for its customer base.

That selection process is as crucial as ever for media giants - like Disney - that make billion-dollar bets on film franchises and TV shows. As the company prepares to roll out its own streaming service next year, and perhaps to take majority control of Hulu once the Fox acquisition closes, it is gearing up to face ever tougher competition from Amazon and Netflix.

I appreciate that this fact is far from a fresh insight. But one analyst I spoke to recently highlighted an intriguing possibility. He talked about a future inflection point of peak “eyeball hours” - the greatest number of hours in a day that the average person can physically find time to watch content on a screen, multiplied by the total population worldwide with access to such screens.

Once we reach that moment, he explained, every single content provider and distributor would be caught in a death match for survival, in a marketplace that will no longer continue to expand in lock-step with technological innovation and internet penetration. It is conceivable that one day everyone on Earth could have access to an affordable viewing device, fast mobile internet and a reliable power source.

Then in the absence of growing frontier markets - content providers and distributors would be forced to defend their margins as they fight for slices of a global pie that is no longer getting bigger. Some corporate leaders clearly think it's better to begin with a big slice.

Willem Marx is a reporter for CNBC International. The National and CNBC International are global content sharing partners

Timeline

2012-2015

The company offers payments/bribes to win key contracts in the Middle East

May 2017

The UK SFO officially opens investigation into Petrofac’s use of agents, corruption, and potential bribery to secure contracts

September 2021

Petrofac pleads guilty to seven counts of failing to prevent bribery under the UK Bribery Act

October 2021

Court fines Petrofac £77 million for bribery. Former executive receives a two-year suspended sentence 

December 2024

Petrofac enters into comprehensive restructuring to strengthen the financial position of the group

May 2025

The High Court of England and Wales approves the company’s restructuring plan

July 2025

The Court of Appeal issues a judgment challenging parts of the restructuring plan

August 2025

Petrofac issues a business update to execute the restructuring and confirms it will appeal the Court of Appeal decision

October 2025

Petrofac loses a major TenneT offshore wind contract worth €13 billion. Holding company files for administration in the UK. Petrofac delisted from the London Stock Exchange

November 2025

180 Petrofac employees laid off in the UAE

Ten tax points to be aware of in 2026

1. Domestic VAT refund amendments: request your refund within five years

If a business does not apply for the refund on time, they lose their credit.

2. E-invoicing in the UAE

Businesses should continue preparing for the implementation of e-invoicing in the UAE, with 2026 a preparation and transition period ahead of phased mandatory adoption. 

3. More tax audits

Tax authorities are increasingly using data already available across multiple filings to identify audit risks. 

4. More beneficial VAT and excise tax penalty regime

Tax disputes are expected to become more frequent and more structured, with clearer administrative objection and appeal processes. The UAE has adopted a new penalty regime for VAT and excise disputes, which now mirrors the penalty regime for corporate tax.

5. Greater emphasis on statutory audit

There is a greater need for the accuracy of financial statements. The International Financial Reporting Standards standards need to be strictly adhered to and, as a result, the quality of the audits will need to increase.

6. Further transfer pricing enforcement

Transfer pricing enforcement, which refers to the practice of establishing prices for internal transactions between related entities, is expected to broaden in scope. The UAE will shortly open the possibility to negotiate advance pricing agreements, or essentially rulings for transfer pricing purposes. 

7. Limited time periods for audits

Recent amendments also introduce a default five-year limitation period for tax audits and assessments, subject to specific statutory exceptions. While the standard audit and assessment period is five years, this may be extended to up to 15 years in cases involving fraud or tax evasion. 

8. Pillar 2 implementation 

Many multinational groups will begin to feel the practical effect of the Domestic Minimum Top-Up Tax (DMTT), the UAE's implementation of the OECD’s global minimum tax under Pillar 2. While the rules apply for financial years starting on or after January 1, 2025, it is 2026 that marks the transition to an operational phase.

9. Reduced compliance obligations for imported goods and services

Businesses that apply the reverse-charge mechanism for VAT purposes in the UAE may benefit from reduced compliance obligations. 

10. Substance and CbC reporting focus

Tax authorities are expected to continue strengthening the enforcement of economic substance and Country-by-Country (CbC) reporting frameworks. In the UAE, these regimes are increasingly being used as risk-assessment tools, providing tax authorities with a comprehensive view of multinational groups’ global footprints and enabling them to assess whether profits are aligned with real economic activity. 

Contributed by Thomas Vanhee and Hend Rashwan, Aurifer

How to wear a kandura

Dos

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