Disney nears completion of its 21st Century Fox acquisition

Jul 27, 2018 in "The Walt Disney Company"

Posted: Friday July 27, 2018 10:58am ET by WDWMAGIC Staff

The Walt Disney Company and 21st Century Fox announced at special meetings today, that stockholders of the two companies approved all proposals related to Disney’s $71.3 billion acquisition of 21st Century Fox.

Although approved by both companies, the deal still has to pass regulatory approvals which may take several more months.

“Combining the 21CF businesses with Disney and establishing new ‘Fox’ will unlock significant value for our shareholders,” said Rupert Murdoch, Executive Chairman, 21st Century Fox. “We are grateful to our shareholders for approving this transaction. I want to thank all of our executives and colleagues for their enormous contributions in building 21st Century Fox over the past decades. With their help, we expect the enlarged Disney and new ‘Fox’ companies will be pre-eminent in the entertainment and media industries.”

“We’re incredibly pleased that shareholders of both companies have granted approval for us to move forward, and are confident in our ability to create significant long-term value through this acquisition of Fox’s premier assets,” said Robert A. Iger, Chairman and Chief Executive Officer, The Walt Disney Company. “We remain grateful to Rupert Murdoch and to the rest of the 21st Century Fox board for entrusting us with the future of these extraordinary businesses, and look forward to welcoming 21st Century Fox’s stellar talent to Disney and ultimately integrating our businesses to provide consumers around the world with more appealing content and entertainment options.”

Under the Disney Merger Agreement, 21st Century Fox stockholders may elect to receive $38 per share in either cash or shares of New Disney, a new holding company that will become the parent of both Disney and 21st Century Fox (the consideration may be subject to adjustment for certain tax liabilities). The overall mix of consideration paid to 21st Century Fox stockholders will be approximately 50% cash and 50% stock. The stock consideration is subject to a collar, which will ensure that 21st Century Fox stockholders will receive consideration equal to $38 in value if the average Disney stock price at closing is between $93.53 and $114.32. Disney expects to pay a total of about $35.7 billion in cash and issue approximately 343 million New Disney shares to 21st Century Fox stockholders. As a result, current 21st Century Fox stockholders will own a 17-20% stake in New Disney on a pro forma basis.

Last month, the U.S. Department of Justice entered into a consent decree with Disney and 21st Century Fox that allows the transaction to proceed, while requiring the sale of the Fox Sports Regional Networks. Completion of the transaction is subject to a number of non-U.S. merger and other regulatory reviews, and other customary closing conditions.

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MisterPenguinJul 02, 2020

Cool. Disney now has the film rights back to them, too, through acquiring 20CF.

Slpy3270Jul 02, 2020

Dark Horse Comics' license to the Alien and Predator franchies has expired and heading to Marvel. https://www.ign.com/articles/alien-predator-marvel-comics-xenomorph-iron-man-avengers

SirwalterraleighJul 01, 2020

...Comcast is good at burning the bridge behind them...no U turns on their road

MisterPenguinJul 01, 2020

Comcast hurt Disney by bidding up Fox. Seems they hurt themselves by bidding up Sky... https://deadline.com/2020/06/why-did-comcast-buy-sky-again-analyst-revisits-deal-for-declining-asset-1202973299/

bartholomr4Apr 09, 2020

I hadn't thought about this thread in awhile.... I wonder what the global pandemic means for the sale of the South American networks?

Ripken10Apr 09, 2020

I felt like you left off "in February" for when Jessica Jones and Punisher would expire.

brodie999Apr 09, 2020

Jeremy Conrad updated us about the Marvel-Netflix situation. Daredevil will be able to be used in the MCU in November this year and Jessica Jones and Punisher's rights at Netflix will expire In February. Not to mention, Luke Cage and Iron Fist will be back in the MCU in in 2-5 months respectively.

bartholomr4Nov 14, 2019

I totally agree. The alternative is Brazil and Mexico finding someone to buy the business for Disney, which is unlikely. Brazil had two potential buyers and neither could execute the deals. I think if Disney guarrantee's access to the networks at a reasonable price (i.e. free with advertising so to speak), the issue goes away ( and Disney ends up keeping the assets). The Cade appears to have 4 openings on the commission. There doesn't appear to be a rush to fill the roles, and once nominated, the candidates have to be approved by the legislature. Just don't think the Gov't in Brazil can or is interested in this condition now.

Rodan75Nov 14, 2019

It is...but I suspect that Disney is going to try and keep the assets both in Brazil and MX and come up with another way of appeasing both regulators.

brodie999Nov 14, 2019

Don't worry. Someone on Reddit posted this is just a dispute over a sports asset not being sold on a specific date. This means the merger won't be undone and this has nothing to do with and has no effect on Marvel.

DarkprimeNov 14, 2019

Huh I thought they had till late 2020 to sell Fox Sports Brazil?

brodie999Nov 14, 2019

Cade is set to re-examine Disney-Fox deal because the Fox Sports sale wasn't finalised yet(I doubt there'll be any problems as Disney is always ready to resolve any last-minute issues).

bartholomr4Oct 10, 2019

Disney registered today with the SEC an Exchange offer for the remaining 21CF debt to convert those bonds to Disney bonds. The exchange amount is for over $14 Billion in bonds which mature from August 2020 to October of 2096. Within the filing Disney confirms the completion of the tender offer (discussed above) on October 3rd. These bonds represent bonds which the current holders did not want to sell back to Disney, or Disney did not (or can't yet) attempt to repurchase. Based on this effort (and complexity) it appears Disney is going to maintain this level of 21CF debt in the short term, and any further tenders are not likely. The purpose of the exchange is to make the bonds more liquid (so current owners can trade them on the bond market) and for the bonds to hold the Disney name. The balances will naturally decline as the bonds (there are 37 different maturity dates) mature. For example Disney must pay off $300 million in the first maturity next August and about $2 billion in principle over the next two years.

bartholomr4Sep 17, 2019

Disney Announced the tender was oversubscribed and increased the amount of debt they are re-purchasing by $2.25 billion. There is a mixture of Disney and 21CF debt being reduced as a result of the repurchase by $4.2 billion. Disney is performing an early closing today on these bonds. The tender for additional bonds continues until September 30th.