Media billionaire Kerry Stokes is expected to demand a better price for his stake in James Packer's Consolidated Media.
Mr Stokes, Seven Group's major shareholder, holds the key to News Ltd's $1.94 billion offer for Mr Packer's stake in Australia's pay-TV industry.
Rupert Murdoch's News made a formal bid for Foxtel and Fox Sports co-owner ConsMedia on Friday, offering $3.45 for each shares.
The formal, binding offer is slightly less than the $3.50 it offered in an indicative bid in June.
Mr Stokes' Seven Group holds a 25.3 per cent stake in ConsMedia, and has applied to the Australian Competition and Consumer Commission (ACCC) for clearance to make its own takeover offer.
Analysts have questioned the wisdom of Mr Stokes entering a costly takeover battle with News Ltd and say that he will instead press for a higher price.
Seven did not comment on Friday but has previously said it would wait for the ACCC's ruling, due on September 13, before deciding what to do.
Mr Stokes is believed to be keen to retain his stake in pay TV, to go with his other free-to-air TV and West Australian newspaper interests.
ConsMedia owns a 50 per cent stake in Fox Sports and 25 per cent of Foxtel.
If the offer is successful, News will take control of Fox Sports and own half of Foxtel.
Morningstar equities analyst Ross MacMillan said the investment research firm believed Mr Stokes would sell but seek a higher price, with Seven set to net nearly half a billion dollars under the current bid.
The company's debt levels had increased significantly in the past six months, which included paying $US400 million for the exclusive dealership rights for mining equipment company Bucyrus.
Seven Group more than doubled its net debt in the past fiscal year to $1.7 billion.
"There is an opportunity to sell the ConsMedia stake and lower debt levels in a market where there's starting to be some questions asked about whether the mining boom has peaked, plateaued or passed us by," Mr MacMillan told AAP.
"ConsMedia are a great digital and pay TV opportunity in the medium to long term, but the advertising and media industry is languishing with the economy.
"There is not going to be any great level of growth in that industry in the short term or in household expenditure."
He said one advantage Seven Group had over other companies with debt issues, such as `Twiggy' Forrest's Fortescue Metals, was that it could quickly pay down debt if desperate, through the sale of a large share portfolio.
ConsMedia directors would unanimously recommend the offer to shareholders, executive chairman James Packer said, although that would not include Seven Holdings' two representatives.
"In my view, this is a great outcome for (ConsMedia) shareholders and for News, and it reflects a fair price," said Mr Packer, who holds just over 50 per cent of ConsMedia shares.
It also requires ConsMedia shareholders' approval.
If the News' offer is successful, a takeover could be completed by the end of November.
ConsMedia shares dropped two cents to $3.42 on Friday.
Seven Group stocks added 12 cents to $7.49 and News Corp shares gained 34 cents to $23.86. News Corp non voting shares were up 44 cents at $23.71.
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