Comcast makes $65 billion provide to steal 21st Century Fox away from Disney


After weeks of signaling it might achieve this, Comcast is making a play at 21st Century Fox’s TV and movie belongings. Hoping to derail Disney’s pending, stock-based $52.four billion cope with Fox, Comcast is stepping in with the next, all-cash provide for $35 per share, which totals roughly $65 billion. The transfer is more likely to set off an intense battle between Comcast and Disney as 21st Century Fox and the Murdoch empire weigh which is the higher possibility. Fox’s board of administrators is scheduled to vote on the Disney deal on July 10th.

“Time is of the essence to your consideration of our proposal,” Comcast CEO Brian Roberts wrote in a letter to Fox’s board. Comcast has filed an announcement with the SEC in opposition to the Disney/21st Century Fox merger. On Wednesday night, Fox mentioned “21st Century Fox’s board, in session with its exterior authorized counsel and monetary advisors, will fastidiously evaluate and take into account the Comcast proposal.” It hasn’t but decided on whether or not it would postpone the July 10th assembly.

Comcast had reportedly been ready to see whether or not AT&T’s acquisition of Time Warner can be accepted — regardless of a high-profile try by the Justice Division to dam it over antitrust considerations — earlier than formally making its provide for the majority of 21st Century Fox’s leisure belongings. A choose dominated in AT&T’s favor on June 12th with out requiring it or Time Warner to divest any of their holdings. That definitely needed to have made Comcast’s executives and authorized crew really feel significantly better about their prospects of success. Comcast CEO Brian Roberts was reportedly tuned into CNBC on the firm’s headquarters to see the end result stay, based on The New York Instances.

Comcast says it’s “extremely assured that our proposed transaction will acquire all essential regulatory approvals in a well timed method and that our transaction is as or extra more likely to obtain regulatory approval than the Disney transaction.” Comcast is “open to working with antitrust authorities” to alter the construction of the deal as a way to acquire approval, based on a slide deck the corporate supplied about its proposal.

Comcast’s bid is for the film studio 20th Century Fox, 20th Century Fox Tv, Fox-owned cable networks (together with FX and Nationwide Geographic), a number of regional sports activities TV networks, and the corporate’s stakes in worldwide networks Sky and Star TV. It additionally features a 30 p.c stake within the Hulu streaming service. Similar to the Disney deal, Comcast would grow to be a majority proprietor of Hulu if its proposed acquisition is accepted. There’ll undoubtedly be considerations about one among America’s main ISPs proudly owning — and probably prioritizing — companies constructed round that huge assortment of content material.

Fox initially turned down Comcast over regulatory considerations, however AT&T’s victory over the Justice Division adjustments all the things

Fox Broadcasting, Fox Information, and Fox Sports activities will not be a part of the settlement, and the plan below the Disney deal is for them to be spun off into an organization referred to as New Fox. That will even happen if Comcast wins over Fox’s board and turns into the main suitor. To get in that favorable spot, Comcast is providing the identical $2.5 billion reverse breakup charge as Disney within the occasion that the deal is scuttled by regulators. However it’s going a step additional and providing to cowl the $1.525 billion that Fox would owe Disney if it decides to desert their deal.

Roberts and Rupert Murdoch held discussions throughout the identical interval that Disney negotiated its provide with 21st Century Fox; Fox’s board selected the Disney path partly as a result of it appeared like a safer wager versus a Comcast bid that would run into hurdles with regulators. AT&T’s victory may reduce that threat within the eyes of Murdoch. Comcast, which already made a colossal deal to amass NBCUniversal in 2011, would leverage 21st Century Fox’s media companies and vault of content material in an identical method: they’re massively precious sources in Comcast’s competitors with Netflix, Amazon Video, and different streaming companies which have invested closely in initially programming.

The letter that Brian Roberts despatched to Fox’s board making the bid official follows beneath:

Expensive Rupert, Lachlan and James,

We’ve got lengthy admired what the Murdoch household has constructed at Twenty-First Century Fox. After our conferences final yr, we got here away satisfied that the 21CF companies to be offered are extremely complementary to ours, and that our firm can be the appropriate strategic residence for them.

So, we have been upset when 21CF determined to enter right into a transaction with The Walt Disney Firm, although we had provided a meaningfully larger value. We’ve got reviewed the publicly out there phrases of the proposed Disney transaction, in addition to the joint proxy assertion/prospectus filed with the SEC describing the explanations for the 21CF Board of Administrators’ resolution. In mild of yesterday’s resolution within the AT&T/Time Warner case, the restricted time previous to your shareholders’ assembly, and our sturdy continued curiosity, we’re happy to current a brand new, all-cash proposal that absolutely addresses the Board’s acknowledged considerations with our prior proposal.

Our new proposal provides 21CF shareholders $35.00 per share in money and 100% of the shares of New Fox after giving impact to its proposed spinoff, offering superior and extra sure worth as in comparison with Disney’s all-stock provide. Our proposal represents a premium of roughly 19% to the worth of Disney’s provide as of midday as we speak. We’re extremely assured in our skill to finance the transaction, and our provide contains no financing-related situations.

We’re additionally extremely assured that our proposed transaction will acquire all essential regulatory approvals in a well timed method and that our transaction is as or extra more likely to obtain regulatory approval than the Disney transaction. Accordingly, we’re providing the identical regulatory commitments as those 21CF has already obtained from Disney, together with the identical $2.5 billion reverse termination charge agreed to by Disney. To additional proof our dedication, we are also providing to reimburse the $1.525 billion break-up charge to be paid by you to Disney, for a complete value to Comcast of $four.025 billion, within the extremely unlikely situation that our transaction doesn’t shut as a result of we fail to acquire all essential regulatory approvals.

We welcome the chance to debate the regulatory points offered by every deal. We notice that there shouldn’t be any significant distinction within the timing of the U.S. antitrust evaluate between a Comcast and Disney transaction. We’ve got made our HSR submitting as we speak, which formally begins our regulatory evaluate on the DOJ. As well as, now we have already submitted a big quantity of paperwork and information to the DOJ in reference to its evaluate of the Disney transaction. This info largely overlaps with the data that the DOJ might want to evaluate a Comcast transaction. Because of this, our transaction must be reviewable by the DOJ in the identical cycle as Disney’s transaction. We equally anticipate that our transaction must be reviewable by worldwide regulators in as well timed a fashion because the Disney transaction, and must be as or extra more likely to obtain worldwide approvals, given our comparatively small presence exterior the U.S.

Our Board of Administrators has unanimously accepted this proposal, and no Comcast shareholder vote will likely be required for this transaction.

Due to your resolution to schedule the vote on the Disney merger proposal for July 10, time is of the essence to your consideration of our proposal. We can be found to fulfill at any time to reply questions of the Board, administration or your advisors, so that you’re ready to validate the prevalence of our provide, and negotiate and enter right into a merger settlement, as quickly as doable thereafter. Given the very brief time-frame, as we speak we’re submitting a preliminary proxy assertion with the SEC in opposition to the Disney merger proposal, as now we have been suggested that is essential to be ready to have the ability to talk along with your shareholders immediately concerning the votes they’re being requested to solid on July 10. We hope that is precautionary solely, as we anticipate to work collectively to succeed in an settlement over the subsequent a number of days.

I stay up for our discussions and dealing with you towards finishing this thrilling transaction for the Fox shareholders.

Very really yours,

Brian L. Roberts

Disclosure: Comcast is an investor in Vox Media, The Verge’s dad or mum firm.


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