Acquisition of 21st Century Fox will become
effective at 12:02 a.m. Eastern Time tomorrow, March 20, 2019
Unprecedented collection of high-quality
creative content, stellar talent and cutting-edge technologies will
enable Disney to accelerate its direct-to-consumer strategy and
expand its global presence
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.
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the full release here:
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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.
About Disney
Disney, together with its subsidiaries, is a diversified
worldwide entertainment company with operations in four business
segments: Media Networks; Parks, Experiences and Products; Studio
Entertainment; and Direct-to-Consumer and International. Disney is
a Dow 30 company and had annual revenues of $59.4 billion in its
Fiscal Year 2018. For more information about Disney, please visit
www.thewaltdisneycompany.com.
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,” “enabling,” “to be,” 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, the anticipated benefits thereof and the structure of
Disney’s business following closing. 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. 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) potential litigation relating to the transaction
that could be instituted against 21CF, Disney or their respective
directors, (iii) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
transactions, (iv) risks associated with third party contracts
containing consent and/or other provisions that may be triggered by
the proposed transaction, (v) 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
Disney’s operations after the consummation of the transaction, (vi)
the risks and costs associated with, and the ability of Disney to,
integrate the businesses successfully and to achieve anticipated
synergies, (vii) as well as management’s response to any of the
aforementioned factors.
These risks, as well as other risks associated with the
transactions, are more fully discussed in the updated joint proxy
statement/prospectus included in the registration statement on Form
S-4 of Disney that was filed in connection with the
transaction.
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version on businesswire.com: https://www.businesswire.com/news/home/20190319005901/en/
Media Contacts:
The Walt Disney Company:
Zenia Muchazenia.mucha@disney.com(818) 560-5300
David Jeffersondavid.j.jefferson@disney.com(818) 560-4832
21st Century Fox:
Nathaniel Brownnbrown@21cf.com(212) 852-7746
Investor Contacts:
The Walt Disney Company:
Lowell Singerlowell.singer@disney.com(818) 560-6601
21st Century Fox:
Reed Nolternolte@21cf.com(212) 852-7092
Mike Petriempetrie@21cf.com(212) 852-7130
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