Tag: WGA

  • Fox withdraws Time-Warner acquisition bid

    Fox withdraws Time-Warner acquisition bid

    BENGALURU:  Twenty-First Century Fox (Fox) withdrew its proposal to acquire Time Warner Inc.  Excerpts of the Fox press release – chairman and CEO Rupert Murdoch commented: “We viewed a combination with Time Warner as a unique opportunity to bring together two great companies, each with celebrated content and brands.  Our proposal had significant strategic merit and compelling financial rationale and our approach had always been friendly.  However, Time Warner management and its Board refused to engage with us to explore an offer which was highly compelling. Additionally, the reaction in our share price since our proposal was made undervalues our stock and makes the transaction unattractive to Fox shareholders.  These factors, coupled with our commitment to be both disciplined in our approach to the combination and focused on delivering value for the Fox shareholders, has led us to withdraw our offer.”

     

    “21st Century Fox’s future has never been brighter.  The strength of our leading franchises, combined with the power of our emerging growth businesses and the leadership positions of our international enterprises put us on a path for even greater success.”

     

    The Board today authorised a USD 6 billion share repurchase programme. The repurchase of an additional USD 6 billion of Class A Common Stock is expected to be completed in the next 12 months. 

     

    Murdoch continued, “This significant return of capital underscores the Company’s ongoing commitment to disciplined capital allocation and returning value to shareholders in a meaningful way.”

     

    Time Warner responded with a press release. Excerpts of Time Warner’s statement regarding the announcement by Twenty-First Century Fox that it has withdrawn its proposal to acquire all of the outstanding shares of Time Warner.

     

    “Time Warner’s Board and management team are committed to enhancing long-term value and we look forward to continuing to deliver substantial and sustainable returns for all stockholders.  Time Warner is well positioned for success with our iconic assets, including the world’s leading premium television brand, the world’s strongest ad-supported cable network group, and the world’s largest film and television studio.  We thank our stockholders for their continued support. Citigroup Global Markets Inc. is acting as financial advisor to Time Warner. Cravath, Swaine & Moore LLP is acting as legal advisor to Time Warner.”

  • Fox moves to garner funds; Fox or Time Warner, who will blink first?

    Fox moves to garner funds; Fox or Time Warner, who will blink first?

    BENGALURU: It was a deal, the possibility of which they had announced in May 2014. The media pundits said that it was inevitable, now that Rupert Murdoch’s 21st Century Fox (Fox) bid to buy out Time Warner had been rejected by the latter in mid-July 2014.  Fox needed to sweeten the offer with a higher bid and with the proceeds from the BSkyB deal, the company would not have to go in for a very big addition to its debt.

     

    Fox has gone ahead and done just that. Last week on Friday, Fox through a press release announced that it will transfer Sky Italia and its 57.4 per cent interest in Sky Deutschland to BSkyB to create a pan-European digital television leader through the combination of these assets.

     

    The release said further: ‘In exchange for the transfer, 21st Century Fox will receive approximately $ 9.3 billion in value from BSkyB comprised of approximately $ 8.6 billion in cash and BSkyB’s 21 per cent interest in National Geographic Channels International, raising 21st Century Fox’s ownership stake to 73 per cent. In addition, 21st Century Fox will participate in BSkyB’s announced equity offering by purchasing approximately $ 900 million of additional shares in BSkyB to maintain the Company’s 39.1 per cent ownership interest. The net, after-tax cash proceeds to be received by 21st Century Fox upon completion of all the elements of this transaction will approximate $ 7.2 billion. The agreement is subject to regulatory approvals, the approval of BSkyB stockholders and customary closing conditions.’

     

    Confirming the deal, in a message to his staff, Sky CEO Jeremy Darroch said, “The three companies complement each other well. We all operate businesses that look similar and offer similar products, and of course we share the same brand. But our affiliation goes deeper than that. We may work in different countries, but our corporate culture and values are familiar. Our teams know each other well and have a history of working together. So I am confident that this is a combination that will work well.” Darroch added, “We expect this process to take several months to complete.”

     

    So far Fox has chosen not to directly comment about the rejection of its bid or move by the Time Warner board that would stymie any action by 15 per cent or more of Time Warner’s shareholders that could favour bids by Fox and force Time Warner to consider being taken over. Fox has not commented on the Writers Guild of America, West (WGAW) speaking against any agglomeration of media companies and more specifically the WGAW’s opposition to Fox’s proposal for taking over Time Warner.

     

    However, in an oblique statement, the Fox release quotes its chairman and CEO, the 83 year old Rupert Murdoch as saying, “Our renewed authorisation for our share buyback program will be executed regardless of any potential acquisition or investment activity by the company. 21st Century Fox’s number one priority is increasing shareholder value in a disciplined manner and as a result, we will only consider transactions that fully support this objective.”

     

    Bloomberg reported on Saturday that Fox  is open to giving Time Warner shareholders seats on the board of the combined company should its $ 75 billion takeover bid succeed, attributing this to people familiar with the situation. Media reports suggest that the offer for board representation could appear in a revised proposal and that one of the reasons for Time Warner’s rejection of Fox’s overtures is that its shareholders are being offered non-voting shares by Fox.

     

    So it is more of a question of ‘when’ and not ‘if’ a fresh proposal is made by Fox. We should hear soon more about the Fox –Time Warner takeover/merger saga that will take two to three years to consummate, if it happens.

  • Are tech companies interested in Time Warner? Fox or Time Warner, who will blink first?

    Are tech companies interested in Time Warner? Fox or Time Warner, who will blink first?

    BENGALURU: Are tech companies really interested in Time Warner? Speculation is on about one of the biggies like Google, Amazon, Apple coming in as the knight in shining armour to thwart Fox’s unsolicited offer and taking over. Or maybe Verizon or Disney could step in, up the ante and carry away the bride? Is there really a knight in shining armour at all? Time will tell.

     

    While an acquisition like Time Warner would most certainly help Google get into Hollywood and help it create online platforms, Google is not in the content creation business and it could acquire other properties at a far lower price.

     

    Though Amazon has signed a multiyear agreement with Viacom for streaming children’s content and has had a successful video-on-demand partnership with CBS, it would be entering into completely new territory, were it to take over Time Warner. Amazon is already into competition with mobile handset players like Samsung and Apple with its Fire phone, does the company have the wherewithal (besides funds) and the bandwidth to take on more?

     

    For Apple’s iTunes and Apple TV, the merger would be great news, and acquisition of the huge content would be great, but Apple’s focus has been on devices, and not content. Will it be able to leverage the content to the extent to make it worthwhile spending that kind of money?

     

    As mentioned earlier, Time-Warner had rejected Rupert Murdoch’s 21st Century Fox (Fox) unsolicited offer allegedly worth about USD 76 billion cash and stock. 21st Century Fox had offered to buy Time Warner for USD 32.42 in cash and offered a ratio of 1.531 Fox class-A share for each Time Warner share. The Fox offer was worth about USD85-86 per share.

     

    In a defensive move, Time Warner has in the meantime initiated evasive action to thwart attacks on its soft underbelly by eliminating a provision in its bylaws that earlier could let just 15 per cent of its shareholders call special meeting, so as to prevent it being forced to consider the Fox offer in case Fox resorts to this measure to force the issue. The bylaws now say that the CEO or a majority of the board can call a special meeting.

     

    Joining the fray against the Fox Time Warner merger is the Writers Guild of America, West (WGAW), which says that such deals could harm writers.

  • Writer’s guild opposes media mergers: Fox Time Warner deal

    Writer’s guild opposes media mergers: Fox Time Warner deal

    BENGALURU: The chatter about moves, countermoves by both sides continues unabated around global media circles. Joining the fray against the Fox Time Warner merger is the Writers Guild of America, West(WGAW), which says that such deals could harm writers.

     

    As mentioned earlier, Time-Warner had rejected Rupert Murdoch’s 21st Century Fox (Fox) unsolicited offer allegedly worth about USD 76 billion cash and stock. 21st Century Fox had offered to buy Time Warner for USD 32.42 in cash and offered a ratio of 1.531 Fox class-A share for each Time Warner share. The Fox offer was worth about USD85-86 per share.

     

    Soliciting funds, the WGAW in an email sent to some of its members stated, “As writers, we face a landscape today that the founders of our guild would hardly recognize. For decades, there were dozens of significant buyers in television and movies. Then federal limits on mergers disappeared. FCC regulations requiring independent production in television were repealed.”

     

    “Now, those six conglomerates are threatening to swallow one another. “Think of that. Between them, Fox and Time-Warner would control 40 per cent of the industry’s writing jobs. What happens if more consolidation follows?  What happens if one mega-company ends up devouring them all?”

     

    “Giving to the Guild PAC is vital to your future,” the mail said. “The checks you write to your favourite Senate candidates cannot influence policy. But a powerful PAC, supporting candidates in the name of the WGA, gives us a fighting chance in the war against the corporate madness that threatens us all.”

     

    The mail added, “When our Guild speaks, Washington listens. But to make sure our voices are heard, we need power. Simply put, we need you. This, then, is our call to arms. In the industry as it exists today, writers no longer have the luxury of staying out of politics. Rather, more than ever, we need a voice in them.”

     

    Earlier, TV show runner and creator of the ‘Shield’ (2002-2008 for Fox Television Studios and Sony Pictures Television) and ‘Chicago Code’ (2011 for Fox Broadcasting Company) fame, Shawn Ryan had appeared before the Senate Committee on Commerce, Science, & Transportation to discuss the adverse effect of “weak net neutrality regulations” and media consolidation on the creative community.

     

    Before his appearance, Ryan had in a statement through the WGA said, “The reality of American media is that it is controlled by a handful of companies formed through two decades of consolidation .These companies own the television networks, the production studios and almost all of the scripted content that is available on television and in movie theatres. The cable companies that distribute this content are even more concentrated.”

     

    In February 2014, the WGAW had issued a statement opposing the friendly Comcast Time Warner Cable merger that is awaiting approvals. “Comcast’s proposed merger with Time Warner Cable is bad for everyone: content creators, programmers, suppliers, and consumers. As writers know all too well, media consolidation leads to already too powerful companies limiting competition. The WGA will fight to stop this ill-conceived merger.”

     

    Also, on June 24 this year, WGAW president Chris Keyser  testified against the proposed merger of AT&T and DirecTV. Chaired by U.S. Senator Amy Klobuchar (D-MN), the subcommittee’s jurisdiction includes oversight of antitrust law and competition policy, with that day’s hearing focused on the AT&T – DirecTV merger and its impact on competition and consumers. “They will use their power to force content providers to accept below market rates for their product,” stated Keyser in his testimony. “It is a stated goal of the merger to reduce affiliate fees. The problem is: it is those fees that have fueled the recent boom in creative programming – particularly on cable. Reduce those fees through the outsized power of monopoly – and the result is less creativity, less product, less innovation.”

  • WGA strike tops AFI’s list of significant moments

    WGA strike tops AFI’s list of significant moments

    MUMBAI: The American Film Institute (AFI) has announced the year’s AFI Moments of Significance.These seven noteworthy events were determined to have had an impact on the world of the moving image during the year.

    The first moment is the Writers Guild of America (WGA) strike. The ongoing digital revolution has upended conventional economic models, and uncertainty abounds when attempting to project how an audience will receive its storytelling in the years to come and how creators will be paid for their work.

    On 5 November 2007, the 12,000-plus members of the WGA went on strike against the Alliance of Motion Picture and Television Producers. Though the strike is itself traumatic, it is but a part of a larger paradigm shift. At best, it may be a defining event in shaping the future.

    AFI says that it looks forward to the day when a new business model will form, and an artist‘s work will rise above the numbers and continue to inform and inspire.

    The second moment was the fact that Ingmar Bergman and Michelangelo Antonioni, two of the world‘s most influential filmmakers, passed away on 30 July.

    Bergman directed more than 50 films in a career that spanned 40 years. Classics like The Seventh Seal, Wild Strawberries explore religion, death and existentialism with honesty and eloquence.

    Antonioni’s career also spanned more than 40 years, with landmark films like La Notte and The Passenger, each marked by the director‘s innovative approach to narrative storytelling.

    The third event was Apple‘s iPhone. Apple‘s unveiling of the iPhone sparked a cultural frenzy. In addition to operating as a phone, camera and computer, the user-friendly iPhone allows consumers to stream and download television programs and movies. Overnight, the iPhone became a symbol of a public that demands its content where they want it and when they want it.

    The fourth event was a cultural spasm created by the war on terror. 2007 marked a year when American film artists responded to the war in an attempt to create order out of chaos. Though it was largely difficult to find an audience for their stories, filmmakers marched forward in a struggle to understand — to ask questions — to demand answers.

    Films like In The Valley Of Elah, Lions For Lambs, Charlie Wilson‘s War and A Mighty Heart wrestled with the war directly. And this emotional quandary carried into the core of other films as well — the dark brutality of two of the best films of the year There Will Be Blood and No Country For Old Men, and the moral questions raised by Michael Clayton also reflect America‘s bruised and brooding times.

    The AFI notes that no other American war has inspired this deep a cinematic expression while the conflict is still taking place. Films released during World War II were supportive of the war effort, but movies dealing with the emotional, psychological and societal impact of that war, and also Korea and Vietnam, weren‘t produced until years after they had ended.

    Part of this new immediacy is due to the accessibility of information from the front line. Whether from an embedded journalist or an Iraqi citizen posting photos on the Internet, news about the war is plentiful, direct and personal, arriving virtually the same day it happens. Given these images and information, filmmakers are driven to make sense of it all here and now and project their stories across America and around the world.

    On the TV side a major event was Discovery’s show Planet Earth which has been hailed as being a landmark show in high definition. The AFI says that this show illuminated the power of television as a unifying force in the global community.

    Over five years in the making the show captured images from more than 60 countries and over 200 locations. From the forests of Eastern Russia to the Gomantong Caves in Borneo to a volcanic mountain chain at the bottom of the Atlantic Ocean, this epic visual document captured some of the world‘s most remote and awe-inspiring locations and brought them into the living room.

    That the series came to life in high definition crystallised a moment in the public appreciation for this welcome and wondrous technology.

    Another event was news getting more tabloid in nature. 2007 marked a year when traditional news became subsumed by coverage of material normally relegated to tabloid magazines.

    Coverage of Paris, Nicole, Lindsay, Britney, O.J. and Anna Nicole often eclipsed news on the war, an economy in turmoil or topics of international scope or scale.

    Websites like TMZ.com and PerezHilton.com attracted devoted audiences, with TMZ even spawning a half-hour television version of its Internet activity. These types of sites are fueled by the ubiquity of cell phone cameras and other recording devices that empower a “citizen paparazzi” who are aggressive and eager partners in helping to tear down pop idols.

    America‘s cultural obsession with scandal is not a new trend, but in 2007 the tide turned, and the nation began to drown in a sea of celebrity.