RPT-UPDATE 4-Comcast outbids Fox with a $ 40 billion winning bid for Sky

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* Comcast bids 17.28 pounds for a spectacular fast auction

* Murdoch's Fox raised its final bid to 15.67 pounds

* Comcast likely to win a prize, thwarting Disney Fox-backer

By Ben Martin and Paul Sandle

LONDON, Sept. 22 (Reuters) – Comcast on Saturday beat Rupert Murdoch's Twenty-First Century Fox in the battle for Sky after offering 30.6 billion pounds ($ 40 billion) at auction to decide the fate of the group. Pay TV.

The US cable giant has announced a bid of 17.28 pounds for the control of Sky, an offer of 15.67 pounds per share from Fox.

Buying Sky will make Comcast, based in Philadelphia, the owner of NBC and Universal Pictures, the world's largest pay-TV operator with approximately 52 million customers.

President and CEO, Brian Roberts, is interested in Sky as a way to counter the decline of traditional cable TV subscribers in its major US market, while viewers are opting for video services at demand like Netflix and Amazon.

"It's a great day for Comcast," he said. "This acquisition will enable us to rapidly, efficiently and significantly increase our clientele and expand internationally."

Comcast's bid thwarted Murdoch's long-standing ambition to take control of Sky and is also a setback for American entertainment giant Walt Disney, who would probably have been the ultimate owner.

Disney has entered into a separate $ 71 billion deal to purchase most of Fox's film and television assets, including its current 39% stake in Sky, and become its owner following a successful takeover of Fox .

Comcast's final bid was a jump in its offer at the 14.75-pound auction, and compares to Sky's closing price of 15.85 pounds on Friday.

Comcast felt he had to make a decisive blow as Fox's existing participation in Sky gave him a chance to win if it was close to Comcast, two sources said.

His final bid – more than double Sky's share price before Fox took his approach in December 2016 – quickly gained the support of Sky's independent directors on Saturday.

"We recommend it because it represents a significantly higher value," said Martin Gilbert, chairman of Sky's independent committee. "We are striving to make this process a quick and successful conclusion and we urge shareholders to accept the recommended Comcast offer."

Fox noted the recommendation, saying it was considering options for its 39% stake and would make another announcement in due course.

"Sky is a remarkable story and we are proud to have played such an important role in creating the incredible value reflected today in Comcast's offering," said Fox.

Fox's contribution, which Comcast's offering represents more than $ 15 billion, stems from Murdoch's role in creating the company nearly three decades ago.

His youngest son, James, played a pivotal role in establishing Sky as the largest pay-TV operator in Europe, as the former managing director and current president.

Comcast, which requires 50% more action from Sky to gain control, said it was also looking to buy Sky shares in the market.

Huge price

A fund manager who owns shares in Sky said no one could complain about the Comcast award.

"The question now is whether Fox actually sells and whether Comcast can reach 50 percent," he said.

A banker involved in the auction said: "Did Comcast pay much more than necessary?"

Sources close to the case said Fox, Disney and Comcast did not participate in the 39% stake discussions.

The auction was the culmination of a transatlantic bidding battle since February, when Comcast failed Fox's takeover of Sky.

It's a blow for 87-year-old Murdoch, who tried to buy Sky just eight years ago, for the attempt to collapse the fallout of a hacking scandal in his British newspaper.

Some politicians opposed an agreement, citing concerns about Murdoch's influence on the British press agenda.

Fox has made a series of concessions to address these concerns and has created a company serving 23 million households in Britain, Ireland, Germany, Austria and Italy.

Sky CEO Jeremy Darroch said the Comcast victory was the start of a new chapter. "Sky has never stopped, and with Comcast, our momentum will only increase," he said. ($ 1 = 0.7648 pounds)