Sky's £1.6bn ITV takeover is Nandy's second media warning in 107 days

On 30 June, the Department for Culture, Media and Sport told Paramount and Warner Bros. Discovery that Lisa Nandy was "minded" to intervene in their merger. On Thursday it sent the same kind of letter to Sky and ITV. That is 107 days between the two, by our count, and the culture secretary's second public warning to a big broadcasting deal this year.

The first one ended quickly. Paramount offered assurances, turned them into a legally binding deed of undertaking, and was waved through by early August, TVBEurope reported on 6 August. From letter to clearance, that is 37 days.

Sky should not expect the same treatment. Its own history with ministers points to well over a year, and ITV's chief executive has already said as much.

What Nandy said on Thursday

Nandy told MPs she was "minded to" intervene in Sky's purchase of ITV's media and entertainment arm on public interest grounds, The Telegraph reported (republished by Yahoo Finance). The grounds listed in the letter cover free expression of opinion in news media, a sufficient plurality of views and of owners, and the range of programming available. City AM quoted her statement to MPs that there are "reasonable grounds to believe that it might affect availability of a wide range of high-quality and varied programming" on on-demand platforms.

That last part is the odd one. Both The Telegraph and City AM note that current law only lets ministers step into deals concerning broadcast television, and Nandy said she was considering widening it to cover on-demand services. In other words, she has flagged a concern about ITVX that the statute, as written, does not yet let her act on.

Both outlets give 20 October as the date by which Sky and ITV must respond. After that, Nandy decides whether to issue a public interest intervention notice, which would send the deal to Ofcom and the Competition and Markets Authority. Deadline also covered the letter.

ITV said it welcomed the publication of the letter as "another important milestone in the regulatory review process", according to The Telegraph. Sky said it would "carefully consider" it.

The deal, briefly

ITV announced the agreement on 6 July. Sky pays £1.2bn in cash for ITV's channels and the ITVX streaming service, hands over its own Love Productions (the Great British Bake Off producer, valued at £200m) to ITV Studios, and adds up to £200m in an earn-out tied to advertising performance. ITV Studios, which is not part of the sale, becomes a standalone company listed in London. Completion is expected in the second half of 2027.

Thursday's letter came 101 days after that announcement.

Sky has promised to keep ITV News and Sky News separate until at least 2030. The Telegraph reports that concern remains over regional news, and that Channel 4 is expected to raise objections about the combined company's share of the television advertising market.

Three Sky cases and one Paramount

This is not the first time a Sky deal has been put in front of a minister. It is the fourth in 20 years, and the earlier three are worth setting out with their dates next to Paramount's, because nobody else has put them side by side.

• BSkyB and 17.9% of ITV, 2006. Sky bought the stake in late 2006 for about £940m (Marketing Week gives £960m). The Competition Commission ruled in December 2007 that it might operate against the public interest, and business secretary John Denham upheld the finding. Sky appealed. The Court of Appeal dismissed the appeal on 20 July 2010, City AM reported, leaving Sky ordered to cut its holding below 7.5%. From purchase to final judgment took more than three and a half years.
• News Corporation and BSkyB, 2010. Vince Cable, then business secretary, issued an intervention notice on 4 November 2010 and asked Ofcom to look at plurality, Advanced Television reported. The bid was withdrawn on 13 July 2011 during the phone-hacking scandal. That is 251 days, and it never reached a verdict.
• 21st Century Fox and Sky, 2017. Culture secretary Karen Bradley wrote on 3 March 2017 that she was "minded" to intervene, and confirmed the notice on 16 March. The deal went to Ofcom, then to a full CMA inquiry. On 12 July 2018, Jeremy Wright accepted undertakings to divest Sky News, according to the government's collection of the case documents. We count 496 days from Bradley's letter to that decision. Comcast then outbid Fox for Sky in a sealed auction on 22 September 2018.
• Paramount and Warner Bros. Discovery, 2026. Not a Sky case, but the same minister and the same letter, which is why it belongs here. Thirty-seven days.

Two patterns stand out. The first is that the only quick result in the list belongs to a buyer that did not already own a large British pay-TV business. Paramount owns Channel 5 and was buying a company with no British channel of comparable size. Sky is buying the biggest commercial broadcaster in the country.

The second is that every Sky case that went the distance took well over a year. Plurality reviews are slow. Ofcom reports first, the CMA follows, and the parties argue at each stage.

Why the Paramount route is closed

Paramount's escape was a set of promises about Channel 5: keep it a public service broadcaster until the end of 2034, keep its news editorially independent, and spend more on British news, children's programmes and drama. Those are behavioural undertakings, and they fit a concern about editorial independence.

Sky has already offered the equivalent on news, the separation until 2030. Nandy sent the letter anyway. Her stated concerns about on-demand programming and the advertising worries attributed to Channel 4 are structural. They are about how big the combined company is, not how it behaves, and a promise is a poor fix for size.

That is our reading, and it lines up with what ITV itself expects. Chief executive Dame Carolyn McCall has said she anticipated an in-depth review lasting up to 18 months, The Telegraph reports. Eighteen months from Thursday is April 2028, later than the second-half-of-2027 completion date the companies gave in July. Run the Fox timetable instead. That lands in late February 2028.

Short version: this is a Fox-length review.

The wider context is consolidation everywhere. Paramount and Warner Bros. Discovery are stitching HBO Max and Paramount+ together, and the debt from that merger is already weighing on the combined company. ITV's argument, per City AM, is that British platforms need scale to compete with global streamers. City AM also notes that ITV's share price has fallen by more than 37% over five years.

Sky and ITV have until 20 October to answer the letter. If Nandy then issues a public interest intervention notice, Ofcom and the CMA start their work and the 18-month clock McCall described begins in earnest.