NEW YORK, March 19, 2019 /PRNewswire/ -- Twenty-First
Century Fox, Inc. ("21CF") (NASDAQ: TFCFA, TFCF) announced that it
has today completed the distribution of all issued and
outstanding shares of Fox Corporation ("FOX") common stock to 21CF
stockholders (other than holders of the shares held by subsidiaries
of 21CF) on a pro rata basis (the "Distribution"). 21CF and FOX are
now each a standalone, publicly traded company. FOX Class A common
stock and FOX Class B common stock are now listed on the Nasdaq
Global Select Market ("Nasdaq") under the symbols "FOXA" and "FOX,"
respectively. 21CF Class A common stock and 21CF Class B common
stock, which were formerly listed on Nasdaq under the symbols
"FOXA" and "FOX," respectively, are now listed on Nasdaq under the
symbols "TFCFA" and "TFCF," respectively.
The Walt Disney Company's ("Disney") acquisition of
21CF will become effective at 12:02
a.m. Eastern Time tomorrow, March 20,
2019.
Cautionary Notes on Forward Looking Statements
This
communication contains "forward-looking statements" within the
meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as "expect," "anticipate," "intend," "plan,"
"believe," "seek," "see," "will," "would," "target," similar
expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
consummation of the proposed transaction and the anticipated
benefits thereof. These and other forward-looking statements are
not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements, including the failure to consummate the proposed
transaction or to make any filing or take other action required to
consummate such transaction in a timely matter or at all, are not
guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements. Important risk factors that may cause such a difference
include, but are not limited to: (i) the risk that the anticipated
tax treatment of the transaction is not obtained, (ii) an increase
or decrease in the anticipated transaction taxes (including due to
any changes to tax legislation and its impact on tax rates (and the
timing of the effectiveness of any such changes)) to be paid in
connection with the separation prior to the closing of the
transactions could cause an adjustment to the number of shares of
TWDC Holdco 613 Corp. ("New Disney"), a new holding company that
will become a parent of both Disney and 21CF, and the cash amount
to be paid to holders of 21CF's common stock, (iii) potential
litigation relating to the proposed transaction that could be
instituted against 21CF, Disney or their respective directors, (iv)
potential adverse reactions or changes to business relationships
resulting from the completion of the transactions, (v) risks
associated with third party contracts containing consent and/or
other provisions that may be triggered by the proposed transaction,
(vi) negative effects of the consummation of the transaction on the
market price of 21CF's common stock, Disney's common stock and/or
New Disney's common stock, (vii) risks relating to the value of the
New Disney shares to be issued in the transaction and uncertainty
as to the long-term value of New Disney's common stock, (viii) the
potential impact of unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition and losses on the
future prospects, business and management strategies for the
management, expansion and growth of New Disney's operations after
the consummation of the transaction and on the other conditions to
the completion of the Acquisition, (ix) the risks and costs
associated with, and the ability of New Disney to, integrate the
businesses successfully and to achieve anticipated synergies, (x)
the risk that disruptions from the proposed transaction will harm
21CF's or Disney's business, including current plans and
operations, (xi) the ability of 21CF or Disney to retain and hire
key personnel, (xii) adverse legal and regulatory developments or
determinations or adverse changes in, or interpretations of, U.S.,
Australian or other foreign laws, rules or regulations, including
tax laws, rules and regulations, that could delay or prevent
completion of the proposed transactions or cause the terms of the
proposed transactions to be modified, (xiii) as well as
management's response to any of the aforementioned factors.
These risks, as well as other risks associated with the proposed
transactions, are more fully discussed in the updated joint proxy
statement/prospectus included in the registration statement on Form
S-4 of New Disney that was filed in connection with the
transaction. While the list of factors presented here and in the
updated joint proxy statement/prospectus included in the Form S-4
are considered representative, no such list should be considered to
be a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks, any of which
could have a material adverse effect on 21CF's, Disney's
or New Disney's consolidated financial condition, results of
operations, credit rating or liquidity. Neither 21CF, Disney
nor New Disney assume any obligation to publicly provide
revisions or updates to any forward looking statements, whether as
a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by
securities and other applicable laws.
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SOURCE Twenty-First Century Fox, Inc.