21st Century Fox Confirms Receipt Of Acquisition Proposal From Comcast

(RTTNews) - Twenty-First Century Fox, Inc. (FOXA, FOX) confirmed that it has received an unsolicited, written proposal from Comcast to acquire the same businesses that 21st Century Fox previously agreed to sell to The Walt Disney Company (DIS), including the Twentieth Century Fox Film and Television studios, along with cable and international TV businesses.

As with 21st Century Fox's pending transaction with Disney announced in December 2017, Comcast's proposal contemplates that prior to the acquisition, 21st Century Fox will separate the Fox Broadcasting network and stations, Fox News Channel, Fox Business Network, FOX Sports, FS1, FS2 and Big Ten Network into a newly listed company that will be spun off to its shareholders or "new Fox". Comcast has proposed an all-cash transaction at $35.00 per 21st Century Fox share.

21st Century Fox said it remains subject to the Disney Merger Agreement. 21st Century Fox's Board will carefully review and consider the Comcast proposal.

21st Century Fox noted that it has not yet made a determination, in light of Comcast's proposal, as to whether it will postpone or adjourn the July 10, 2018 special meeting of stockholders to consider certain proposals related to the Disney Merger Agreement.

Separately, Comcast said it proposed to acquire 100% of the outstanding shares of Twenty-First Century Fox for $35.00 per share in cash, reflecting a $65 billion equity value for 21CF (after giving effect to the proposed spinoff of New Fox) and a premium of approximately 19% to the value of Disney's offer as of 12:00 p.m., noon on June 13, 2018.

Comcast will agree to the same reverse termination fee of $2.5 billion as Disney, in the event the transaction does not close as a result of a failure to obtain the required regulatory approvals.

In addition to payment of the $2.5 billion reverse termination fee, in the unlikely event that its transaction is terminated due to a failure to obtain the required regulatory approvals, Comcast will also agree to reimburse 21CF for the $1.525 billion break-up fee required to be paid to Disney in connection with termination of the Disney transaction and entry into a merger agreement with Comcast.

Comcast has separately announced a pre-conditional all-cash firm offer for the entire issued and to be issued share capital of Sky plc. Comcast intends to pursue the offer in parallel with its acquisition of 21CF. Of course, the terms of any transaction between Comcast and 21CF will need to be consistent with respective obligations under the UK takeover regime.