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Tag: Fox Disney merger

  • What next with Fox-Disney-Comcast ?

    What next with Fox-Disney-Comcast ?

    MUMBAI: Part poker, part chess. That’s exactly how the Disney-Comcast bidding war for Rupert Murdoch’s entertainment conglomerate – 21 Century Fox – is being played out. The intense, see-saw battle for the media empire, which includes Hollywood studios, cable networks and streaming businesses, isn’t nearing its end just yet. Nine days out of 10, $70 billion will get you whatever your want in life. But when you’re up against Comcast, the tenth day is the one that matters and even $70 billion might not be enough.

    According to analysts and industry insiders, Comcast is set to return to the negotiating table with a new and improved offer in the  low-to-mid $40s a share range. This could effectively take the bidding to $80 billion, 10 more than Disney’s cash and stock offer.

    Disney’s new bid on Tuesday, was 35 per cent higher than its earlier offer and close to $6 billion more than Comcast’s. But as things stand, they could end up paying more than they’d anticipated.

    Why? Because Comcast isn’t likely to budge given the pressure on its pay-TV business. Hence in its attempt to diversify and attain scale, the Fox bid is an important play for the company’s strategy going forward.

    However, the Disney executives know that the six-month head start they enjoy over Comcast in terms of regulatory review, could end up swinging this deal in their favour. Irrespective of what the winning bid is, a Disney-Fox deal, will get past the regulators far quicker than a Comcast-Fox deal is big boss Bob Iger’s belief. 

    And Murdoch understands this. He also understands how eager Bob Iger and Brian Roberts are to shake his hand in order to land some of the world’s hottest properties – 20th Century Fox film studio, the FX and National Geographic cable channels, almost two dozen regional sports networks, a stake in Sky and Star India.

    A handful of investment analysts are watching with their faces grimacing in pain. They worry that the debt both the mouse house and Comcast will take on in their hunger to swallow up Fox could topple them over. But both Iger and Roberts are not perturbed by the carping. 

    We now await the next instalment of this blockbuster. Disney’s made its move, Comcast is on the verge of making one. Call it the chess board or the poker table, Murdoch owns them both.

  • Disney makes $70.3 billion counterbid for Twenty-First Century Fox

    Disney makes $70.3 billion counterbid for Twenty-First Century Fox

    MUMBAI: 21st Century Fox has announced that it has entered into an amended and restated merger agreement with The Walt Disney Company pursuant to which Disney has agreed to acquire for a price of $38 per 21CF share the same businesses. Disney agreed to acquire under the previously announced merger agreement between 21CF and Disney. 

    This price represents a significant increase over the purchase price of approximately $28 per share included in the Disney Merger Agreement when it was announced in December 2017.  The amended and restated Disney Merger Agreement offers a package of consideration, flexibility and deal certainty enhancements that is superior to the proposal made by the Comcast Corporation on June 13, 2018.

    Under the amended and restated Disney Merger Agreement, Disney would acquire those businesses on substantially the same terms, except that, among other things, Disney’s offer allows 21CF stockholders to elect to receive their consideration, on a value equalized basis, in the form of cash or stock, subject to 50/50 proration. The collar on the stock consideration will ensure that 21st Century Fox shareholders will receive a number of Disney shares equal to $38 in value if the average Disney stock price at closing is between $93.53 and $114.32. 

    “We are extremely proud of the businesses we have built at 21st Century Fox, and firmly believe that this combination with Disney will unlock even more value for shareholders as the 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 that the combination of 21CF’s iconic assets, brands and franchises with Disney’s will create one of the greatest, most innovative companies in the world.”

    In light of the revised terms contained in the amended and restated Disney Merger Agreement, 21CF’s board, after consultation with its outside legal counsel and financial advisors, has not concluded that the unsolicited proposal it received on June 13, 2018 from Comcast could reasonably be expected to result in a “Company Superior Proposal” under the Disney Merger Agreement. 

    However, the amended and restated Disney Merger Agreement contains no changes 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 and a meeting date of July 10, 2018, for a special meeting of its stockholders to, among other things, consider and 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 and other developments to date. Once 21CF determines the new date for 21CF’s special meeting of stockholders, the date will be communicated to 21CF stockholders.