Disney-Fox deal gets investor OK
Shareholders of both companies approve entertainment giant’s takeover of assets.
Walt Disney Co. and 21st Century Fox Inc. shareholders on Friday overwhelmingly approved Disney’s proposed $71.3-billion takeover of much of Rupert Murdoch’s 21st Century Fox — a milestone in a merger that is expected to dramatically reshape the entertainment industry.
The deal’s contours began to form nearly a year ago over wine between Disney Chief Executive Bob Iger and Murdoch at the Fox executive chairman’s Moraga vineyard above Bel-Air. Friday’s vote was more official: The two companies held separate shareholder meetings concurrently in the same Hilton hotel a couple of blocks from Fox’s headquarters in midtown Manhattan. Neither Murdoch nor Iger were in attendance. The meetings, which took less than 12 minutes, were conducted by the company’s general counsels and other members of senior staff.
Fox general counsel Gerson A. Zweifach first announced that its five proposals had been approved by proxies of “a majority vote,” including the merger agreement. A few minutes later, at the Disney meeting, Disney general counsel Alan Braverman announced that Disney’s sole measure — to issue additional shares to buy Fox — also had been approved by shareholders. Braverman then adjourned the meeting.
The lightning-quick approval caps Murdoch’s surprise decision to sell the company he spent decades building. Hollywood was stunned last fall when news of the talks between Disney and Fox first surfaced. In December, Murdoch accepted Disney’s initial $52billion bid for Fox’s television and movie studio, cable television channels FX and National Geographic, a stake in streaming service Hulu, television operations in India and Fox’s 39% stake in London-based pay-TV company Sky.
“The way the entertainment and media world is going, scale — and global scale — is increasingly important as these companies face competition that is coming from Facebook and Google,” said Jim Nail, principal analyst at advisory firm Forrester Research. “All these guys are playing catch-up, and Bob Iger has made a canny purchase.”
Murdoch has Comcast Chairman and Chief Executive Brian Roberts to thank for a more lucrative price. In early June, Comcast made its own $65-billion offer for the same Fox assets, which forced Iger to pony up $19 billion more than Disney’s initial bid to claim the prize.
“Combining the 21st Century Fox businesses with Disney and establishing new ‘Fox’ will unlock significant value for our shareholders,” Murdoch, Fox’s executive chairman, said in a statement. “We are grateful to our shareholders for approving this transaction. I want to thank all of our executives and colleagues for their enormous contributions in building 21st Century Fox over the past decades.”
Disney said it expects to pay a total of about $35 billion in cash and issue approximately 343 million in new Disney shares to Fox shareholders, who will own as much as 20% of Disney. Fox stockholders may elect to receive $38 per share in either cash or shares of Disney.
The Murdoch family, which holds 17% of Fox’s outstanding shares, could come away with Disney stock valued at more than $12 billion, making the family a major shareholder in Disney.
By adding Fox’s deep library of TV shows and movies, along with franchises such as “Avatar,” “Planet of the Apes” and Marvel Entertainment’s “Deadpool,” Disney would have a trove of popular content to use in a new streaming service the Burbank entertainment giant intends to launch next year. Disney also would gain majority control of Hulu, which Iger has said will be used for more adult fare.
“Putting the Fox library together with Disney’s will form a library that will be the envy of everyone,” Nail said. “The Fox library will help broaden the appeal.”
The sale isn’t expected to be finalized until next year. Although the transaction already has received the blessing of President Trump’s Justice Department, the two companies still must obtain regulatory approvals from governments around the globe. Disney also has agreed to divest Fox’s 22 regional sports networks, including Prime Ticket and Fox Sports West in Los Angeles.
Disney has arranged $34 billion in financing to help pay for the new assets.
“We’re incredibly pleased that shareholders of both companies have granted approval for us to move forward, and are confident in our ability to create significant long-term value through this acquisition of Fox’s premier assets,” Iger said in a statement. “We remain grateful to Rupert Murdoch and to the rest of the 21st Century Fox board for entrusting us with the future of these extraordinary businesses.”.
Murdoch, 87, and his family won’t be exiting media, however. The family intends to hold on to several Fox assets, including Fox News Channel, Fox Business Network, two national sports networks, television stations and the Fox broadcast network. Those properties would form a new company.
In addition, the Murdochs also have a controlling stake in the publishing company News Corp., which owns the Wall Street Journal, Times of London, newspapers in Australia and the HarperCollins book publishing house.
Fox shares slipped 23 cents to $45.15 on Friday. Fox shares are up 80% since news of the talks with Disney became public in late October. Disney shares fell 89 cents to $112.62.