Walt Disney offers Fox shareholders cash or stock in merged company

Highlights from the Walt Disney Company’s revised Fox offer:

• 21st Century Fox agrees to new merger agreement with Walt Disney

The Walt Disney Company has announced that it has signed an amended acquisition agreement with Twenty-First Century Fox for US$38 per share in cash and stock. Disney will acquire 21st Century Fox immediately following the spinoff of the businesses comprising “New Fox” as previously announced.

Under the amended agreement, 21st Century Fox shareholders may elect to receive, for each share of 21st Century Fox common stock, $38 in either cash or shares of Disney common stock (subject to adjustment for certain tax liabilities as described in the original acquisition announcement). The overall mix of consideration paid to 21st Century Fox shareholders will be approximately 50% cash and 50% stock. The stock consideration is subject to a collar (described below under “Transaction Details”) and is expected to be tax-free to 21st Century Fox shareholders.

• 21st Century Fox’s Q3 results: Strong revenues ahead of Disney deal
• 21st Century Fox reveals leadership plans for new Fox
• Mickey, meet Homer: Disney acquires 21st Century Fox key assets

The 21st Century Fox businesses to be acquired by Disney remain the same as under the original agreement. Since the original agreement was announced, the intrinsic value of these assets has increased, notably due to tax reform and operating improvements.

“The acquisition of 21st Century Fox will bring significant financial value to the shareholders of both companies, and after six months of integration planning we’re even more enthusiastic and confident in the strategic fit of the assets and the talent at Fox,” said Robert A. Iger, Chairman and Chief Executive Officer, The Walt Disney Company. “At a time of dynamic change in the entertainment industry, the combination of Disney’s and Fox’s unparalleled collection of businesses and franchises will allow us to create more appealing high-quality content, expand our direct-to-consumer offerings and international presence, and deliver more personalised and compelling entertainment experiences to meet growing consumer demand around the world.”

The acquisition will significantly increase Disney’s international footprint and expand the content and distribution for its direct-to-consumer (DTC) offerings, which include ESPN+ for sports fans; a Disney-branded streaming video-on-demand service launching in late 2019 that will feature Disney, Pixar, Marvel and Star Wars films along with a host of exclusive original content and library titles; and its ownership stake in Hulu. As a result of the acquisition, Disney will hold a controlling stake in Hulu.

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