READ MOREThe panel said Disney must make an offer to Sky shareholders of £10.75 in cash for each of their shares if Fox's takeover of the 61% of Sky it doesn't already own is blocked by competition authorities.
"The basis for this ruling is that...the Executive considers that securing control of Sky might reasonably be considered to be a significant purpose of Disney's acquiring control of Fox."
The Takeover Panel said Disney would not be forced to make an offer if Fox or Comcast - which announced in February that it was considering making an offer for the London-listed broadcaster - buys Sky, or if any other third party buys more than half of Sky's ordinary shares.
Sky noted the announcement by the panel on Thursday and advised its shareholders to take no further action.
"Further advice to Sky Shareholders will be announced in due course," it said. ■