Disney’s bid in December was a stock deal worth $52.4 billion at the time, nevertheless CNBC has reported in which the company was willing to add cash to sweeten the offer if a rival stepped in. Disney said Wednesday, “Since the original agreement was announced, the intrinsic value of these assets has increased, notably due to tax reform along with operating improvements.”
Fox’s board had a scheduled meeting on Wednesday at which This particular was likely to talk about Comcast’s rival bid.
Fox said its board hadn’t concluded Comcast’s unsolicited bid “could reasonably be likely to result in a ‘Company Superior Proposal’ under the Disney Merger Agreement.”
A spokesman for Comcast said the company does not have a comment right today.
Disclosure: Comcast will be the parent company of NBCUniversal along with CNBC.
21st Century Fox Board Announces Amended along with Restated Merger Agreement With Disney
brand new YORK, June 20, 2018 /PRNewswire/ — Twenty-First Century Fox, Inc. (“21CF”) (NASDAQ: FOXA, FOX) announced today in which This particular has entered into an amended along with restated merger agreement with The Walt Disney Company (“Disney”) (NYSE: DIS) pursuant to which Disney has agreed to acquire for a cost of $38 per 21CF share the same businesses Disney agreed to acquire under the previously announced merger agreement between 21CF along with Disney (the “Disney Merger Agreement”). This particular cost represents a significant increase over the purchase cost of approximately $28 per share included within the Disney Merger Agreement when This particular was announced in December 2017. The amended along with restated Disney Merger Agreement offers a package of consideration, flexibility along with deal certainty enhancements in which will be superior to the proposal made by the Comcast Corporation on June 13, 2018.
Under the amended along with restated Disney Merger Agreement, Disney could acquire those businesses on substantially the same terms, except in which, among additional things, Disney’s offer allows 21CF stockholders to elect to receive their consideration, on a value equalized basis, within the form of cash or stock, subject to 50/50 proration. The collar on the stock consideration will ensure in which 21st Century Fox shareholders will receive quite a few Disney shares equal to $38 in value if the average Disney stock cost at closing will be between $93.53 along with $114.32.
“We are extremely proud of the businesses we have built at 21st Century Fox, along with firmly believe in which This particular combination with Disney will unlock even more value for shareholders as the brand new Disney continues to set the pace at a dynamic time for our industry,” said Rupert Murdoch, Executive Chairman of 21st Century Fox. “We remain convinced in which the combination of 21CF’s iconic assets, brands along with franchises with Disney’s will create one of the greatest, most innovative companies within the entire world.”
In light of the revised terms contained within the amended along with restated Disney Merger Agreement, 21CF’s board, after consultation with its outside legal counsel along with financial advisors, has not concluded in which the unsolicited proposal This particular received on June 13, 2018 via Comcast could reasonably be likely to result in a “Company Superior Proposal” under the Disney Merger Agreement.
However, the amended along with restated Disney Merger Agreement contains no adjustments to the provisions relating to the Company’s directors’ ability to evaluate a competing proposal.
As announced on May 30, 2018, 21CF has established a record date of May 29, 2018 along using a meeting date of July 10, 2018, for a special meeting of its stockholders to, among additional things, consider along with vote on a proposal to adopt the Disney Merger Agreement. 21CF has determined to postpone its special meeting of stockholders to a future date in order to provide stockholders the opportunity to evaluate the terms of Disney’s revised proposal along with additional developments to date. Once 21CF determines the brand new date for 21CF’s special meeting of stockholders, the date will be communicated to 21CF stockholders.
brand new $38-per-share acquisition gives 21st Century Fox shareholders option to electcash or stock within the combined entity
BURBANK, Calif., June 20, 2018—The Walt Disney Company (NYSE: DIS) todayannounced in which This particular has signed an amended acquisition agreement with Twenty-First Century Fox, Inc. (“21st Century Fox” —NASDAQ: FOXA, FOX), for $38 per share in cash along with stock. Disney will acquire 21st Century Fox immediately following the spin-off of the businesses comprising “brand new Fox” as previously announced.
Under the amended agreement, 21st Century Fox shareholders may elect to receive, for each share of 21st Century Fox common stock, $38 in either cash or shares of Disney common stock (subject to adjustment for certain tax liabilities as described within the original acquisition announcement). The overall mix of consideration paid to 21st Century Fox shareholders will be approximately 50% cash along with 50% stock. The stock consideration will be subject to a collar (described below under ‘Transaction Details’) along with will be likely to be tax-free to 21st Century Fox shareholders.
The 21st Century Fox businesses to be acquired by Disney remain the same as under the original agreement. Since the original agreement was announced, the intrinsic value ofthese assets has increased, notably due to tax reform along with operating improvements.
“The acquisition of 21st Century Fox will bring significant financial value to the shareholders of both companies, along with after six months of integration planning we’re even more enthusiastic along with confident within the strategic fit of the assets along with the talent at Fox,” said Robert A. Iger, Chairman along with Chief Executive Officer, The Walt Disney Company. “At a time of dynamic change within the entertainment industry, the combination of Disney’s along with Fox’s unparalleled collection of businesses along with franchises will allow us to create more appealing high-quality content, expand our direct-to consumer offerings along with international presence, along with deliver more personalized along with compelling entertainment experiences to meet growing consumer demand around the entire world.”
Disney will be likely to pay a total of approximately $35.7 billion in cash along with issue approximately 343 million brand new shares to 21st Century Fox shareholders, representing about a 19% stake in Disney on a pro forma basis.
The collar on the stock consideration will ensure in which 21st Century Fox shareholders will receive quite a few Disney shares equal to $38 in value if the average Disney stock cost at closing will be between $93.53 along with $114.32. 21st Century Fox shareholders will receive an exchange ratio of 0.3324 shares of Disney common stock if the average Disney stock cost at closing will be above $114.32 along with 0.4063 shares of Disney common stock if the average Disney stock cost at closing will be below $93.53. Elections of cash along with stock will be subject to proration to the extent cash or stock will be oversubscribed.
Disney will also assume about $13.8 billion of net debt of 21st Century Fox. The acquisition cost implies a total equity value of approximately $71.3 billion along using a total transaction value of approximately $85.1 billion (assuming no tax adjustment). Disney has secured financing commitments for the cash portion of the acquisition.
The amended transaction will be likely to be accretive to Disney earnings per share before the impact of purchase accounting for the second fiscal year after the close of the transaction, along with to yield at least $2 billion in cost synergies by 2021 via operating efficiencies realized through the combination of businesses.
As announced within the original acquisition agreement, the businesses to be acquired byDisney include 21st Century Fox’s film production businesses, including Twentieth Century Fox, Fox Searchlight Pictures along with Fox 2000 Pictures; Fox’s television creative units, Twentieth Century Fox Television, FX Productions along with Fox 21; FX Networks; National Geographic Partners; Fox Sports Regional Networks; Fox Networks Group International; Star India; along with Fox’s interests in Hulu, Sky plc, along with Tata Sky. The acquisition will occur immediately after the spin-off by 21st Century Fox of the Fox Broadcasting network along with stations, Fox News Channel, Fox Business Network, FS1, FS2 along with Big Ten Network into a newly listed company referred to as brand new Fox. If 21st Century Fox completes its acquisition of the 61% of Sky This particular doesn’t already own prior to closing of the Disney acquisition, Disney could assume full ownership of Sky, including the assumption of its outstanding debt, upon closing.
The acquisition will significantly increase Disney’s international footprint along with expand the content along with distribution for its direct-to-consumer (DTC) offerings, which include ESPN+ for sports fans; a Disney-branded streaming video-on-demand service launching in late 2019 in which will feature Disney, Pixar, Marvel along with Star Wars films along using a host of exclusive original content along with library titles; along with its ownership stake in Hulu. As a result of the acquisition, Disney will hold a controlling stake in Hulu.
Disney believes the transaction includes a clear along with timely path to regulatory approval. Both companies have spent the past six months working toward meeting all conditions necessary for closing. within the amended agreement, Disney has increased the scope of its commitment to take actions required to secure regulatory approval.
The amended agreement has been approved by the boards of directors of Disney along with 21st Century Fox. The transaction will be subject to approval by Disney along with 21st Century Fox shareholders, clearance under the Hart-Scott-Rodino Antitrust Improvements Act, quite a few additional non-United States merger along with additional regulatory reviews, along with additional customary closing conditions. Both companies had been scheduled to hold shareholder meetings on the previously announced transaction on July 10. In light of the amended agreement, the companies are required to prepare updated SEC filings along with proxy materials which will be sent to shareholders. A brand new date for the shareholder meetings will be announced.
Disney will conduct an investor conference call at approximately 8:30 a.m. EDT / 5:30a.m. PDT today, June 20, 2018. To listen to the live webcast, please visit www.disney.com/investors. The webcast presentation will be archived.