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Fox, Sky agree on takeover terms; Google buys Cronologics

S&P Global Market Intelligence provides a wrap-up of U.S. media and communications deal announcements and completions from Dec. 12 to Dec. 16.

* 21st Century Fox Inc. and Sky plc have agreed the terms of a recommended pre-conditional cash offer, which represents a value of about £11.7 billion, for the fully diluted share capital of the European pay TV operator that Fox does not own. The company said Dec. 15 that it expects the deal to close before the end of 2017. If the effective date has not occurred on or before Dec. 31, 2017, Sky shareholders shall be entitled to receive a special dividend of 10 pence per Sky share, payable in 2018. The price of £10.75 per Sky share shall be reduced to the extent that the dividend in respect of the six months ending Dec. 31, 2017, exceeds 13.06 pence per Sky share; and the dividend in respect of the year ending June 30, 2018, exceeds 21.8 pence per Sky share. Sky will not pay any dividends in 2017. Under a co-operation agreement between the companies, Fox will have to pay a deal termination fee of £200 million if the company fails to obtain regulatory approvals before the longstop date.

* TEGNA Inc. sold its unit ShopLocal LLC to digital marketing solutions company Liquidus Marketing. ShopLocal has been doing business as Cofactor, the company said Dec. 15. Cofactor is a digital marketing company which connects online and offline shoppers across all channels and devices.

* Alphabet Inc. unit Google Inc. acquired smartwatch OS startup Cronologics. The startup will join Google's Android Wear division.

* Web.com Group Inc. struck a definitive agreement to buy Latin American technology company Donweb.com. The deal is expected to close by the end of the first quarter of 2017. Founded in 2002, Donweb.com offers web hosting, cloud servers, email marketing and domains services to small and medium-sized businesses.

* Cimpress NV struck a deal to acquire National Pen Co. LLC, a San Diego-based manufacturer and marketer of custom writing instruments for small and medium-sized businesses. Under the terms of the agreement, Cimpress will acquire all of the outstanding equity interests of National Pen for about $218 million, subject to customary adjustments for net debt and working capital. Cimpress expects the transaction to close by the end of December, subject to various closing conditions, including clearance in the U.S. and Germany.