Disney’s Acquisition of 21st Century Fox Is Now Complete

Disney’s Acquisition of 21st Century Fox Is Now Complete


Jay Cochran - March 19, 2019
The Walt Disney Company (NYSE:DIS) and Twenty-First Century Fox, Inc. (“21CF”) (NASDAQ: TFCFA, TFCF), in connection with Disney’s acquisition of 21CF (the “Acquisition”), announced today that the per share value of the Merger Consideration (as defined below) has been calculated in accordance with the Merger Agreement (as defined below) to be $51.572626 (the “Per Share Value”). The Acquisition will become effective at 12:02 a.m. Eastern Time tomorrow, March 20, 2019.

At the effective time of the Acquisition, each share of 21CF common stock will be exchanged for $51.572626 in cash (the “Cash Consideration”) or 0.4517 shares of common stock of TWDC Holdco 613 Corp., the holding company that will own both Disney and 21CF following the Acquisition (“New Disney”) (the “Stock Consideration”, and together with the Cash Consideration, the ”Merger Consideration”), subject to election, proration and adjustment procedures set forth in the Amended and Restated Agreement and Plan of Merger(the “Merger Agreement”), dated as of June 20, 2018, by and among 21CF, Disney, New Disney, and certain of Disney’s other subsidiaries. The number of shares of New Disney common stock comprising the Stock Consideration was determined by dividing the Per Share Value by $114.1801, which was the volume weighted average trading price of a share of Disney common stock on the New York Stock Exchange over the fifteen consecutive trading day period ending on (and including) March 15, 2019.

“This is an extraordinary and historic moment for us—one that will create significant long-term value for our company and our shareholders,” said Robert A. Iger, Chairman and Chief Executive Officer, The Walt Disney Company. “Combining Disney’s and 21st Century Fox’s wealth of creative content and proven talent creates the preeminent global entertainment company, well positioned to lead in an incredibly dynamic and transformative era.”

The acquisition of 21st Century Fox’s iconic collection of businesses and franchises will allow Disney to provide more appealing high-quality content and entertainment options to meet growing consumer demand; increase its international footprint; and expand its direct-to-consumer offerings, which include ESPN+ for sports fans, the highly-anticipated Disney+ streaming video-on-demand service launching in late 2019; and Disney and 21st Century Fox’s combined ownership stake in Hulu.

The acquisition includes 21st Century Fox’s renowned film production businesses, including Twentieth Century Fox, Fox Searchlight Pictures, Fox 2000 Pictures, Fox Family and Fox Animation; Fox’s television creative units, Twentieth Century Fox Television, FX Productions and Fox21; FX Networks; National Geographic Partners; Fox Networks Group International; Star India; and Fox’s interests in Hulu, Tata Sky and Endemol Shine Group. Disney and 21st Century Fox entered into a consent decree with the U.S. Department of Justice last year under which Disney will divest 21st Century Fox’s Regional Sports Networks.

Earlier today, 21st Century Fox completed the spin-off of a portfolio of 21st Century Fox’s news, sports and broadcast businesses, including the FOX News Channel, FOX Business Network, FOX Broadcasting Company, FOX Sports, FOX Television Stations Group, and sports cable networks FS1, FS2, Fox Deportes and Big Ten Network, and certain other assets and liabilities, into Fox Corporation.

Disney is also acquiring approximately $19.8 billion of cash and assuming approximately $19.2 billion of debt of 21st Century Fox in the acquisition. The acquisition price implies a total equity value of approximately $71 billion and a total transaction value of approximately $71 billion.

The acquisition is expected 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, and to yield at least $2 billion in cost synergies by 2021 from operating efficiencies realized through the combination of businesses.
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Comments...

Last 10 comments - ( Read All Posts )
oscpena - 2019-06-30 @ 9:46 pm

Having a true Galactus persona would be an awesome contribution to the MCU!!

Willfoxification - 2019-06-27 @ 1:23 am

Yeah, I agree. I'm excited to see what Marvel does with the x men, fantastic 4, and maybe even Galactus.

thefurnace116 - 2019-06-20 @ 9:15 pm

Needed to be done. Welcome home my X-Men. And welcome Fantastic Four.

Satam - 2019-03-23 @ 5:25 pm

A lot of people are going to be losing their jobs.

Gmen4ever - 2019-03-23 @ 5:02 pm

Wow. 1 company is taking over all aspects of what we view, see & hear & all some of you are thinking about is toys/movies? Ignorance is not bliss.

watanabefan - 2019-03-20 @ 4:27 am

The homepage for The Walt Disney Company right now.

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Falls22 - 2019-03-20 @ 3:51 am

I know its scary about the whole monopoly thing, but all I can think about is the X-Men and F4 in the MCU!!!!! Im so excited!!!!!!!!!!

hisDUDENESS9829 - 2019-03-20 @ 2:27 am

It irks me that Disney owns all of my favorite properties now, but I am beyond excited that we are hopefully going to see some X-characters in the greater shared universe now. As long as movies like Logan and Deadpool still have room to grow and be made, I am a happy Dude.

hellshock138 - 2019-03-20 @ 12:29 am
31 minutes ago, scotty said:

This raises so many questions and out right fear, Will this mean we may finally get the unaltered original star wars trilogy on blu ray? What will happen with Alien and Predator franchise's? When will we get news on the all new X-men movies and the cast? But, what worries me more is this is just one company closer to all major movies being made by Disney.

With Disney's track record for releasing dvds and blu rays(still no Spider-Man and His Amazing Friends or even Suite Life of Zack and Cody :P) I am not holding my breath for much.

ADour - 2019-03-20 @ 12:22 am

My adult brain: Oh, wow, this might not be a full industry monopoly, but it's the next worst thing. No company should have this much power over such an important aspect of consumers' lives such asentertainment.

My kiddie brain: X-Men and F4 in MCU! X-Men and F4 in MCU! X-Men and F4 in MCU! X-Men and F4 in MCU!

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