By Monica Houston-Waesch 

Sky Deutschland AG's supervisory and executive boards have advised minority shareholders not to accept a takeover offer by British Sky Broadcasting Group PLC, saying the offer "doesn't reflect the long-term potential nor the internal value" of the company.

BSkyB said in July that it would buy 21st Century Fox's 57.4% stake in the German operator for GBP2.9 billion ($4.72 billion) in cash, or EUR6.75 ($8.75) a share, and offered the same amount to the company's remaining minority shareholders.

The U.K. company's Chief Financial Officer Andrew Griffith said when announcing the acquisition that it was "neutral" about buying out Sky Deutschland's minority holders and would be content with owning 57% of the German company. BSkyB couldn't immediately be reached for comment on Wednesday.

Sky Deutschland's board and minority shareholders were unlikely to accept BSkyB's offer because it didn't represent a big enough premium to the price shares were trading at before the U.K.-based company announced its intentions.

The deal is part of a broader move by BSkyB to build a pan-European pay-TV giant, which also involves buying Fox's 100% stake in Italian TV company Sky Italia for GBP2.45 billion.

Both transactions were recently approved by the European Union.

On issuing its recommendation to minority holders on Wednesday, Sky Deutschland said its Chief Executive Brian Sullivan, the only executive board member holding shares, wouldn't participate in the offer, which runs until Oct. 15.

Two supervisory board members holding shares also don't intend to accept the offer, the company said in a statement.

Simon Zekaria contributed to this article.

Write to Monica Houston-Waesch at nikki.houston@wsj.com

Corrections & Amplifications

BSkyB said in July it would buy Fox's stake in Sky Deutschland. An earlier version of this article incorrectly said the acquisition was announced in May. The acquisition values the German company at EUR6.75 a share. An earlier version of this article incorrectly said the deal values the group at GBP6.75.

Subscribe to WSJ: http://online.wsj.com?mod=djnwires

Sky (LSE:SKY)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Sky Charts.
Sky (LSE:SKY)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Sky Charts.