San Francisco Chronicle

For Disney CEO, Fox deal is all about future of TV

- By Christophe­r Palmeri

When news broke last month that Walt Disney Co. was in talks to buy a large part of 21st Century Fox Inc., the first question many investors had was: Why are the Murdochs selling? Then came the second: Why is Disney buying?

The $50 billion deal, which could be announced this week, would mark a significan­t turning point in the empire-building career of Fox’s founder and executive chairman, 86-yearold Rupert Murdoch. It would also be a defining moment for Disney and Chief Executive Officer Robert Iger.

Iger has built a reputation over the past 12 years for making bold bets, including the $7.4 billion he paid for Pixar animation just months after he became CEO. But this would be much bigger, giving the home of Mickey Mouse and Princess Elsa the 20th Century Fox film studio, the FX network, 39 percent of Britain’s Sky PLC TV service and other assets. It’s just the kind of consolidat­ion media investors have said was long overdue, particular­ly in film.

“There’s a lot of synergies in doing this, particular­ly in global distributi­on,” said Mario

Gabelli, whose Gamco Investors Inc. holds more than $350 million of Fox shares. “If I’m Disney, I love the distributi­on globally, India, satellites in Italy, Germany, England. This is good stuff.”

Disney and Fox may announce a deal Thursday, CNBC reported, without saying where it got the informatio­n. The company that will remain after Disney purchases some of Fox’s assets is said to be worth at least $10 per Fox share, CNBC said.

Fox declined to comment on the report when reached by Bloomberg.

Disney could shave as much as $500 million annually in costs by combining businesses, according to Alan Gould, an analyst with Rosenblatt Securities Inc. Half of that would come from the studio side, where Disney could close and sell the Fox lot in Los Angeles, he said in a Dec. 4 note.

The timing is opportune, Gould said, because other potential bidders for Fox, including Verizon Communicat­ions Inc., may be hesitant to do a big deal given AT&T Inc.’s current fight with the Justice Department over its proposed $85.4 billion acquisitio­n of Time Warner Inc. Comcast Corp. said Monday that it considered a Fox deal, but never made an offer.

Acquiring the Fox assets fits two of Iger’s big-picture initiative­s. One is to bulk up on content, particular­ly franchises beloved by filmgoers all over the world. Acquisitio­ns he’s made in the past, such as Lucasfilm and Marvel Entertainm­ent, have allowed Disney to dominate the box office for the past two years.

The Fox studio would give Disney more such franchises, including “Avatar,” “Planet of the Apes” and the X-Men comic book characters. At Disney, Iger scaled back film releases, focusing on a handful of key brands. His strategy with the Fox assets could be very similar, using the 20th Century Fox label for some of the more edgy movies, for example.

“They have the capital and scale and distributi­on power that Fox is lacking,” said Hal Vogel, an analyst and author of “Entertainm­ent Industry Economics: A Guide for Financial Analysis.” “Fox can continue in the business for quite a long time. but Disney has much bigger scale potential. They have the capital they can pour into it. They can exploit it more effectivel­y, through merchandis­ing and theme parks.”

That also explains why Murdoch is open to parting with a portion of his media empire. The billionair­e has been frustrated with the market undervalui­ng his assets, and is willing to reshape his empire if he can get what he thinks the holdings are worth, according to a person familiar with the matter.

Iger’s other major strategic initiative is to cut out the middleman and establish a relationsh­ip directly with consumers. Here the Fox assets fit as well, such as doubling Disney’s stake in the Hulu streaming service to 60 percent and acquiring a big chunk of Sky, which offers pay TV service to 22.5 million customers in five countries in Europe.

And as Iger prepares to begin two online subscripti­on TV services in the U.S., one for ESPN next year and one for Disney-branded movies and shows in 2019, Fox assets could give him more to fill those pipes and more opportunit­y to offset the loss of subscriber­s to Disney’s traditiona­l TV channels, according to Macquarie Capital analyst Tim Nollen.

“For Disney, scale and distributi­on together matter more now, and this would give it both in droves,” Nollen said in a Dec. 6 note.

There’s always a chance that Disney takes on too much by trying to merge distinctly different companies. Fox, with hits such as “Deadpool” and “The Simpsons,” has always had a more irreverent streak than Disney, which works hard to protect its family-friendly image.

Seeing through a complicate­d merger may be just what’s needed to persuade Iger to stay beyond his scheduled July 2019 retirement. That would be fine with many investors.

“We would be very happy with Bob Iger at the helm of Disney for an extended period of time,” said Richard “Trip” Miller, a managing partner at Gullane Capital Partners in Memphis. “His ability to grow long-term shareholde­r value via operating discipline and strategic acquisitio­ns allows us to sleep well at night.”

 ?? Patrick T. Fallon / Bloomberg ?? Robert Iger, CEO of the Walt Disney Co., would add to the company’s content and have more direct ties to consumers with a Fox acquisitio­n.
Patrick T. Fallon / Bloomberg Robert Iger, CEO of the Walt Disney Co., would add to the company’s content and have more direct ties to consumers with a Fox acquisitio­n.

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