RTL Group To Acquire Sky Deutschland

RTL Group has signed a definitive agreement to acquire Sky Deutschland (DACH).

The transaction brings together two of the most recognisable media brands in the DACH region, creating a future-ready entertainment business with around 11.5 million paying subscribers.

Together, the business is well-positioned to meet evolving consumer demands and compete with global streamers. The transaction combines Sky's premium sports rights – including Bundesliga, DFB-Pokal, Premier League and Formula 1 – with RTL’s leading entertainment and news brands across RTL+, free-to-air and pay TV. It also unites the fastest growing streaming offers in the German market, RTL+ and WOW.

The transaction, which has been approved by the Board of Directors of RTL Group, is subject to regulatory approvals.

According to the agreement, RTL Group will fully acquire Sky's businesses in Germany, Austria, Switzerland, including customer relationships in Luxembourg, Liechtenstein and South Tyrol on a cash-free and debt-free basis. The purchase price consists of €150 million in cash and a variable consideration linked to RTL Group’s share price performance. The variable consideration can be triggered by Comcast, Sky’s parent company, at any time within five years after closing, provided that RTL Group’s share price exceeds €41. The variable consideration is capped at €70 per share or €377 million. RTL Group has the right to settle the variable consideration in RTL Group shares or cash or a combination of both. RTL Group is considering buying treasury shares to be in a position to settle the variable consideration fully or partly in shares.

The combined business will offer a broader and more compelling German-language content portfolio for consumers across the DACH region. Viewers will benefit from expanded access to premium live sports, entertainment and news across RTL+, Sky, WOW and RTL's free-to-air channels. By bringing together the strengths of RTL and Sky, the combined company will be able to compete against global streaming platforms.

The transaction is expected to generate €250 million in annual synergies within three years, mostly cost synergies across all categories.

Under a separate trademark license agreement, RTL will have the right to use the Sky brand in the DACH region (Germany, Austria, Switzerland), Luxembourg, Liechtenstein and South Tyrol. RTL will acquire Sky Deutschland’s streaming brand “WOW” as part of the transaction.

Barny Mills, Sky Deutschland CEO, will continue to lead the Sky Deutschland business until the transaction is completed. Stephan Schmitter will stay in his current role as CEO of RTL Deutschland until closing of the transaction and then lead the combined company. RTL Deutschland will remain headquartered in Cologne and Sky Deutschland in Munich.

The pro-forma revenue 2024 of the combined company was €4.6 billion, with approximately 45 per cent of the total revenue coming from subscription-based revenue. [1] RTL Group’s pro-forma revenue for 2024 was €8.2 billion [2], more than 30 per cent higher than RTL Group’s reported consolidated revenue for 2024 (€6.25 billion). The acquisition of Sky Deutschland is the largest transaction for RTL Group since its inception in 2000.

The two businesses will continue to operate independently until regulatory approvals
are obtained, which are expected in 2026.

PJT Partners served as advisor to Comcast on this transaction.

www.sky.co.uk