Disney to acquire 21st Century Fox, Comcast drops out of bidding war

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PostDisney to acquire 21st Century Fox, Comcast drops out of bidding war
by Garth » Thu Dec 14, 2017 12:09 pm

The Walt Disney Company to Acquire Twenty-First Century Fox, Inc., after Spinoff of Certain Businesses, for $52.4 Billion in Stock
21st Century Fox to spin off Fox Broadcasting network and stations, Fox News, Fox Business, FS1, FS2 and Big Ten Network to its shareholders

- Acquisition complements and enhances The Walt Disney Company’s ability to provide consumers around the world with more appealing content and entertainment options
- Transaction to include 21st Century Fox’s film and television studios, cable entertainment networks and international TV businesses
- Popular entertainment properties including X-Men, Avatar, The Simpsons, FX Networks and National Geographic to join Disney’s portfolio
- Expands Disney’s direct-to-consumer offerings with addition of 21st Century Fox’s entertainment content, capabilities in the Americas, Europe and Asia; Hulu stake becomes a controlling interest
- Addition of extensive international properties, including Star in India and Fox’s 39% ownership of Sky across Europe, enhances Disney’s position as a truly global entertainment company with world-class offerings in key regions
- Robert A. Iger to remain Chairman and CEO of The Walt Disney Company through 2021

BURBANK, Calif. & NEW YORK--(BUSINESS WIRE)--The Walt Disney Company (NYSE: DIS) and Twenty-First Century Fox, Inc. (“21st Century Fox” —NASDAQ: FOXA, FOX) today announced that they have entered into a definitive agreement for Disney to acquire 21st Century Fox, including the Twentieth Century Fox Film and Television studios, along with cable and international TV businesses, for approximately $52.4 billion in stock (subject to adjustment). Building on Disney’s commitment to deliver the highest quality branded entertainment, the acquisition of these complementary assets would allow Disney to create more appealing content, build more direct relationships with consumers around the world and deliver a more compelling entertainment experience to consumers wherever and however they choose. Immediately prior to the acquisition, 21st Century Fox will separate the Fox Broadcasting network and stations, Fox News Channel, Fox Business Network, FS1, FS2 and Big Ten Network into a newly listed company that will be spun off to its shareholders.

Under the terms of the agreement, shareholders of 21st Century Fox will receive 0.2745 Disney shares for each 21st Century Fox share they hold (subject to adjustment for certain tax liabilities as described below). The exchange ratio was set based on a 30-day volume weighted average price of Disney stock. Disney will also assume approximately $13.7 billion of net debt of 21st Century Fox. The acquisition price implies a total equity value of approximately $52.4 billion and a total transaction value of approximately $66.1 billion (in each case based on the stated exchange ratio assuming no adjustment) for the business to be acquired by Disney, which includes consolidated assets along with a number of equity investments.

Combining with Disney are 21st Century Fox’s critically acclaimed film production businesses, including Twentieth Century Fox, Fox Searchlight Pictures and Fox 2000, which together offer diverse and compelling storytelling businesses and are the homes of Avatar, X-Men, Fantastic Four and Deadpool, as well as The Grand Budapest Hotel, Hidden Figures, Gone Girl, The Shape of Water and The Martian—and its storied television creative units, Twentieth Century Fox Television, FX Productions and Fox21, which have brought The Americans, This Is Us, Modern Family, The Simpsons and so many more hit TV series to viewers across the globe. Disney will also acquire FX Networks, National Geographic Partners, Fox Sports Regional Networks, Fox Networks Group International, Star India and Fox’s interests in Hulu, Sky plc, Tata Sky and Endemol Shine Group.

“The acquisition of this stellar collection of businesses from 21st Century Fox reflects the increasing consumer demand for a rich diversity of entertainment experiences that are more compelling, accessible and convenient than ever before,” said Robert A. Iger, Chairman and Chief Executive Officer, The Walt Disney Company. “We’re honored and grateful that Rupert Murdoch has entrusted us with the future of businesses he spent a lifetime building, and we’re excited about this extraordinary opportunity to significantly increase our portfolio of well-loved franchises and branded content to greatly enhance our growing direct-to-consumer offerings. The deal will also substantially expand our international reach, allowing us to offer world-class storytelling and innovative distribution platforms to more consumers in key markets around the world.”

“We are extremely proud of all that we have built at 21st Century Fox, and I firmly believe that this combination with Disney will unlock even more value for shareholders as the new Disney continues to set the pace in what is an exciting and dynamic industry,” said Rupert Murdoch, Executive Chairman of 21st Century Fox. “Furthermore, I’m convinced that this combination, under Bob Iger’s leadership, will be one of the greatest companies in the world. I’m grateful and encouraged that Bob has agreed to stay on, and is committed to succeeding with a combined team that is second to none.”

At the request of both 21st Century Fox and the Disney Board of Directors, Mr. Iger has agreed to continue as Chairman and Chief Executive Officer of The Walt Disney Company through the end of calendar year 2021.

“When considering this strategic acquisition, it was important to the Board that Bob remain as Chairman and CEO through 2021 to provide the vision and proven leadership required to successfully complete and integrate such a massive, complex undertaking,” said Orin C. Smith, Lead Independent Director of the Disney Board. “We share the belief of our counterparts at 21st Century Fox that extending his tenure is in the best interests of our company and our shareholders, and will be critical to Disney’s ability to effectively drive long-term value from this extraordinary acquisition.”

https://www.businesswire.com/news/home/ ... entury-Fox

More details at the link.

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PostRe: [MCU Thread] - Disney buys 21st Century Fox - X-Men, Fantastic Four and Deadpool coming home
by Return_of_the_STAR » Thu Dec 14, 2017 12:30 pm

So does this make Disney Skys largest shareholder as well?

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PostRe: [MCU Thread] - Disney buys 21st Century Fox - X-Men, Fantastic Four and Deadpool coming home
by Corazon de Leon » Thu Dec 14, 2017 12:33 pm

I don't think so - Fox are keeping control of their TV interests, sports, news channels etc.

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PostRe: [MCU Thread] - Disney buys 21st Century Fox - X-Men, Fantastic Four and Deadpool coming home
by Tafdolphin » Thu Dec 14, 2017 12:35 pm

This gooseberry fool is real strawberry floating bad.

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PostRe: [MCU Thread] - Disney buys 21st Century Fox - X-Men, Fantastic Four and Deadpool coming home
by Return_of_the_STAR » Thu Dec 14, 2017 12:38 pm

Saigon Slick wrote:I don't think so - Fox are keeping control of their TV interests, sports, news channels etc.


They've acquired 39% stake in Sky as a result. It sounds like mainly the US where Fox are keeping their channels. This is mainly due to competition rules.

Immediately prior to the acquisition, 21st Century Fox will separate the Fox Broadcasting network and stations, Fox News Channel, Fox Business Network, FS1, FS2 and Big Ten Network into a newly listed company that will be spun off to its shareholders.

Last edited by Return_of_the_STAR on Thu Dec 14, 2017 12:40 pm, edited 1 time in total.
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PostRe: [MCU Thread] - Disney buys 21st Century Fox - X-Men, Fantastic Four and Deadpool coming home
by Tafdolphin » Thu Dec 14, 2017 12:44 pm

This gooseberry fool is real strawberry floating bad.

Gemini73 wrote:Yes your are a sanctimonious twat

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PostRe: [MCU Thread] - Disney buys 21st Century Fox - X-Men, Fantastic Four and Deadpool coming home
by Tafdolphin » Thu Dec 14, 2017 12:52 pm

Skippy wrote:Only actor I can see moving over is Ryan Reynolds. Doubt anyone else will

Rudolphin wrote:This gooseberry fool is real strawberry floating bad.


Also this


I understand people's excitement about the Marvel stuff but that really, really shouldn't be the story here. This gooseberry fool is real strawberry floating bad.

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PostRe: [MCU Thread] - Disney buys 21st Century Fox - X-Men, Fantastic Four and Deadpool coming home
by Corazon de Leon » Thu Dec 14, 2017 12:58 pm

Rudolphin wrote:
Skippy wrote:Only actor I can see moving over is Ryan Reynolds. Doubt anyone else will

Rudolphin wrote:This gooseberry fool is real strawberry floating bad.


Also this


I understand people's excitement about the Marvel stuff but that really, really shouldn't be the story here. This gooseberry fool is real strawberry floating bad.


I mean you've both said that a number of times - what makes this so earth shatteringly worrying?

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PostRe: [MCU Thread] - Disney buys 21st Century Fox - X-Men, Fantastic Four and Deadpool coming home
by Tomous » Thu Dec 14, 2017 1:02 pm

Saigon Slick wrote:
Rudolphin wrote:
Skippy wrote:Only actor I can see moving over is Ryan Reynolds. Doubt anyone else will

Rudolphin wrote:This gooseberry fool is real strawberry floating bad.


Also this


I understand people's excitement about the Marvel stuff but that really, really shouldn't be the story here. This gooseberry fool is real strawberry floating bad.


I mean you've both said that a number of times - what makes this so earth shatteringly worrying?


One company having complete control over the majority of TV, movies and even news people consume (and how they consume it) doesn't exactly sound healthy.

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PostRe: [MCU Thread] - Disney buys 21st Century Fox - X-Men, Fantastic Four and Deadpool coming home
by Tafdolphin » Thu Dec 14, 2017 1:07 pm

Saigon Slick wrote:
Rudolphin wrote:
Skippy wrote:Only actor I can see moving over is Ryan Reynolds. Doubt anyone else will

Rudolphin wrote:This gooseberry fool is real strawberry floating bad.


Also this


I understand people's excitement about the Marvel stuff but that really, really shouldn't be the story here. This gooseberry fool is real strawberry floating bad.


I mean you've both said that a number of times - what makes this so earth shatteringly worrying?


https://en.wikipedia.org/wiki/Monopoly

Monopolies are thus characterized by a lack of economic competition to produce the good or service, a lack of viable substitute goods, and the possibility of a high monopoly price well above the seller's marginal cost that leads to a high monopoly profit


Monopolies are bad across the board. They benefit no-one except the shareholders of the company possessing one. Regardless of whether Captain A can now meet Lieutenant X, in the real world we are edging ever closer to a situation where all media is owned and controlled by 2 or 3 companies, companies whose only desire is to make money. What reason would these companies possibly have to provide a decent or cost efficient product? If you want superhero films you have to suck up whatever Disney make now. If they decide that superhero films are non-profitable in the future, regardless of artistic quality, they could disappear.

This gooseberry fool is real strawberry floating bad, because this gooseberry fool is strawberry floating Blade Runner.

EDIT: I don't agree with Garth that this requires a separate thread but I'll move over there to discuss this further.

Last edited by Tafdolphin on Thu Dec 14, 2017 1:09 pm, edited 3 times in total.
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PostRe: [MCU Thread] - Disney buys 21st Century Fox - X-Men, Fantastic Four and Deadpool coming home
by BID0 » Thu Dec 14, 2017 1:09 pm

Rudolphin wrote:
Saigon Slick wrote:
Rudolphin wrote:
Skippy wrote:Only actor I can see moving over is Ryan Reynolds. Doubt anyone else will

Rudolphin wrote:This gooseberry fool is real strawberry floating bad.


Also this


I understand people's excitement about the Marvel stuff but that really, really shouldn't be the story here. This gooseberry fool is real strawberry floating bad.


I mean you've both said that a number of times - what makes this so earth shatteringly worrying?


https://en.wikipedia.org/wiki/Monopoly

Monopolies are thus characterized by a lack of economic competition to produce the good or service, a lack of viable substitute goods, and the possibility of a high monopoly price well above the seller's marginal cost that leads to a high monopoly profit


Monopolies are bad across the board. They benefit no-one except the shareholders of the company possessing one. Regardless of whether Captain A can now meet Lieutenant X, in the real world we are edging ever closer to a situation where all media is owned and controlled by 2 or 3 companies, companies whose only desire is to make money. What reason would these companies possibly have to provide a decent or cost efficient product? If you want superhero films you have to suck up whatever Disney make now. If they decide that superhero films are non-profitable in the future, regardless of artistic quality, they could disappear.

This gooseberry fool is real strawberry floating bad, because this gooseberry fool is strawberry floating Blade Runner.

EDIT: I don't agree with Garth that this requires a separate thread but I'll move over there to discuss this further.

It's probably the end of cinemas. Disney with their new streaming initiative can just stream the movies direct to home (say £40 to stream the latest Star Wars and keep 100% of the profits to themselves)

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PostRe: Disney Buys 21st Century Fox for $52.4 Billion in Stock
by Tafdolphin » Thu Dec 14, 2017 1:10 pm

BID0 wrote:It's probably the end of cinemas. Disney with their new streaming initiative can just stream the movies direct to home (say £40 to stream the latest Star Wars and keep 100% of the profits to themselves)


It's almost certainly the death of streaming as we know it. Disney will yank all of its content from Netflix as planned but will also pull all of Fox's content. Eventually, Netflix will stream only Netflix shows, Amazon will stream only Amazon Shows and Disney will stream only Disney and Fox shows.

Last edited by Tafdolphin on Thu Dec 14, 2017 1:33 pm, edited 3 times in total.
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PostRe: Disney Buys 21st Century Fox for $52.4 Billion in Stock
by False » Thu Dec 14, 2017 1:12 pm

Clearly just for the Marvel properties. They'll probably easily recoup many tens of billions with the long tail of that. The rest can probably be spun out at massive profits if they cant be arsed keeping it all.

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PostRe: Disney Buys 21st Century Fox for $52.4 Billion in Stock
by Return_of_the_STAR » Thu Dec 14, 2017 1:18 pm

Rudolphin wrote:
Rudolphin wrote:
Saigon Slick wrote:
Rudolphin wrote:
Skippy wrote:Only actor I can see moving over is Ryan Reynolds. Doubt anyone else will

Rudolphin wrote:This gooseberry fool is real strawberry floating bad.


Also this


I understand people's excitement about the Marvel stuff but that really, really shouldn't be the story here. This gooseberry fool is real strawberry floating bad.


I mean you've both said that a number of times - what makes this so earth shatteringly worrying?


https://en.wikipedia.org/wiki/Monopoly

Monopolies are thus characterized by a lack of economic competition to produce the good or service, a lack of viable substitute goods, and the possibility of a high monopoly price well above the seller's marginal cost that leads to a high monopoly profit


Monopolies are bad across the board. They benefit no-one except the shareholders of the company possessing one. Regardless of whether Captain A can now meet Lieutenant X, in the real world we are edging ever closer to a situation where all media is owned and controlled by 2 or 3 companies, companies whose only desire is to make money. What reason would these companies possibly have to provide a decent or cost efficient product? If you want superhero films you have to suck up whatever Disney make now. If they decide that superhero films are non-profitable in the future, regardless of artistic quality, they could disappear.

This gooseberry fool is real strawberry floating bad, because this gooseberry fool is strawberry floating Blade Runner.


BID0 wrote:It's probably the end of cinemas. Disney with their new streaming initiative can just stream the movies direct to home (say £40 to stream the latest Star Wars and keep 100% of the profits to themselves)


It's almost certainly the death of streaming as we know it. Disney will yank all of its content from Netflix as planned but will also pull all of Fox's content. Eventually, Netflix will stream only Netflix shows, Amazon will stream only Amazon Shows and Disney will stream only Disney and Fox shows.


I'm hoping now that sky own the largest shareholding in Sky that they will continue to keep their shows and films on the sky platform.

Edit. Re my below post, looks like Disney are hoping to take over Sky.

Last edited by Return_of_the_STAR on Thu Dec 14, 2017 1:19 pm, edited 1 time in total.
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PostRe: Disney Buys 21st Century Fox for $52.4 Billion in Stock
by Return_of_the_STAR » Thu Dec 14, 2017 1:19 pm

This is interesting. Hidden in part of Disney's press release

Prior to the close of the transaction, it is anticipated that 21st Century Fox will seek to complete its planned acquisition of the 61% of Sky it doesn’t already own. Sky is one of Europe’s most successful pay television and creative enterprises with innovative and high-quality direct-to-consumer platforms, resonant brands and a strong and respected leadership team. 21st Century Fox remains fully committed to completing the current Sky offer and anticipates that, subject to the necessary regulatory consents, the transaction will close by June 30, 2018. Assuming 21st Century Fox completes its acquisition of Sky prior to closing of the transaction, The Walt Disney Company would assume full ownership of Sky, including the assumption of its outstanding debt, upon closing.


https://thewaltdisneycompany.com/walt-disney-company-acquire-twenty-first-century-fox-inc-spinoff-certain-businesses-52-4-billion-stock/

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PostRe: Disney Buys 21st Century Fox for $52.4 Billion in Stock
by False » Thu Dec 14, 2017 1:26 pm

Its kind of funny, because it would make Disney effectively the direct competitor for Virgin Media. I dont view that with much optimism.

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PostRe: Re: [MCU Thread] - Avengers: Infinity War trailer p200
by Lagamorph » Thu Dec 14, 2017 1:28 pm

Discounts at Disneyworld :datass:

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PostRe: Re: [MCU Thread] - Avengers: Infinity War trailer p200
by Return_of_the_STAR » Thu Dec 14, 2017 1:36 pm

Lastpostamorph wrote:Discounts at Disneyworld :datass:


Why?

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PostRe: Disney Buys 21st Century Fox for $52.4 Billion in Stock
by Corazon de Leon » Thu Dec 14, 2017 1:45 pm

Rudolphin wrote:
Saigon Slick wrote:
Rudolphin wrote:
Skippy wrote:Only actor I can see moving over is Ryan Reynolds. Doubt anyone else will

Rudolphin wrote:This gooseberry fool is real strawberry floating bad.


Also this


I understand people's excitement about the Marvel stuff but that really, really shouldn't be the story here. This gooseberry fool is real strawberry floating bad.


I mean you've both said that a number of times - what makes this so earth shatteringly worrying?


https://en.wikipedia.org/wiki/Monopoly

Monopolies are thus characterized by a lack of economic competition to produce the good or service, a lack of viable substitute goods, and the possibility of a high monopoly price well above the seller's marginal cost that leads to a high monopoly profit


Monopolies are bad across the board. They benefit no-one except the shareholders of the company possessing one. Regardless of whether Captain A can now meet Lieutenant X, in the real world we are edging ever closer to a situation where all media is owned and controlled by 2 or 3 companies, companies whose only desire is to make money. What reason would these companies possibly have to provide a decent or cost efficient product? If you want superhero films you have to suck up whatever Disney make now. If they decide that superhero films are non-profitable in the future, regardless of artistic quality, they could disappear.

This gooseberry fool is real strawberry floating bad, because this gooseberry fool is strawberry floating Blade Runner.

EDIT: I don't agree with Garth that this requires a separate thread but I'll move over there to discuss this further.


I mentioned monopolies myself a page or two back - no need to link me to the wikipedia page on what a monopoly is, feels a bit passive aggressive(though I am very thin skinned :slol: ).

Anyhow, Disney do not have a monopoly yet. U.S. anti-monopoly laws prohibit a monopoly from being formed in any area and there are several examples of corporations being broken into several parts throughout the last century as a result of anti-trust laws being broken. Standard Oil Co. in 1911 was dissolved by the government, as was a large railway monopoly in 1904, and tobacco at around the same time. In recent years, 2002 I think, the MLS has been the subject of federal anti-trust legislation stopping the monopolisation of the league under one or several owners. There's no question in my mind that a violation of anti-trust laws by Disney would cause a similar event.

The sports aspect of that legislation is actually relevant, as Disney own ESPN and as a result of this have not taken over Fox's sports channels, which will be kept under their ownership along with the news channels. Presumably taking over Fox News would violate anti-trust laws as it would interrupt Disney's ownership of the ABC network(which they acquired in 1996).

You might find it worrying that a corporation owns sports and news channels, but this isn't a new development in American society, particularly. As I mentioned, Disney have had TV news interests for over two decades, and the relationships that 20th Century Fox/Fox News and Time Warner/CNN have also show the movie industry's longstanding interest in the news media; this isn't nearly as distressing as that. Also, Disney's acquisitions in the UK are currently under the investigation of the UK Competition and Markets Authority, which is due to make its preliminary findings official in January so we will see if the acquisition of shares in Sky is acceptable soon enough.

On the point you made about superheroes, Disney now have the monopoly on Marvel characters, which have always sat under one ownership in their original print format, this move only means that this is once again the case on the silver screen after years of terrible financial mismanagement by Marvel in the 1990s. Warner Brothers own DC characters of comparable popularity to Marvel such as Batman, Superman, etc etc. so you don't have to suck up to Disney to make or receive a superhero film. There are also still plenty of independent adaptations of graphic novels doing the round, e.g. Snowpiercer(which is absolutely fantastic by the way), Atomic Blonde from 2017, Blue is the Warmest Color or even Persepolis back in 2007, so that's simply not right.

I don't think this buyout realistically brings us any closer to a world where all the information is coming from the same three companies than we were in 1930, when the studio system meant that all of the big films were coming from the same few major studios, or in the pre-cable days of television(especially in America), when CBS, ABC and NBC (BBC, ITV, latterly Channel 4 over here).

I'm not buying the ominous feeling at the moment. The buyout of one film company by another isn't cause for great alarm in my book. I'm more scared of the Trump Administration's threats to net neutrality - I think that's something we can all agree is a terrifying concept, the end of net neutrality. :dread:

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PostRe: Disney Buys 21st Century Fox for $52.4 Billion in Stock
by Corazon de Leon » Thu Dec 14, 2017 1:46 pm

Return_of_the_STAR wrote:This is interesting. Hidden in part of Disney's press release

Prior to the close of the transaction, it is anticipated that 21st Century Fox will seek to complete its planned acquisition of the 61% of Sky it doesn’t already own. Sky is one of Europe’s most successful pay television and creative enterprises with innovative and high-quality direct-to-consumer platforms, resonant brands and a strong and respected leadership team. 21st Century Fox remains fully committed to completing the current Sky offer and anticipates that, subject to the necessary regulatory consents, the transaction will close by June 30, 2018. Assuming 21st Century Fox completes its acquisition of Sky prior to closing of the transaction, The Walt Disney Company would assume full ownership of Sky, including the assumption of its outstanding debt, upon closing.


https://thewaltdisneycompany.com/walt-disney-company-acquire-twenty-first-century-fox-inc-spinoff-certain-businesses-52-4-billion-stock/


I'll be surprised if that gets through the CMA investigation.

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