Shareholders approve $71B Disney-Fox deal
Walt Disney Co. and 21st Century Fox Inc. shareholders on Friday 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 CEO Bob Iger and Murdoch at the elder mogul’s Moraga vineyard in California. Friday’s vote was more official: The two companies held separate shareholder meetings 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 12 minutes, were conducted by the company’s general counsels and other members of senior staff.
Fox general counsel Gerson Zweifach first announced that its five proposals had been approved by proxies of “a majority vote.” 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 approval caps Murdoch’s decision in December to accept Disney’s $52 billion bid for Fox’s television and movie studio, cable television channels FX and National Geographic, Fox’s stake in streaming service Hulu, television operations in India and Fox’s 39 percent stake in London-based pay-TV company Sky.
But Murdoch has Comcast Chairman and CEO 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.
The Murdoch family, which holds 17 percent of Fox’s outstanding shares, could come away with Disney stock valued at more than $12 billion.
The structure of the Disney transaction allows shareholders, including the Murdoch family, to
take their share of the proceeds in cash or Disney stock. Because the Murdochs are opting for stock, they will become major shareholders in Disney.
The sale isn’t expected to be finalized until next year.
Although the transaction has already received the blessing of President Donald 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.
Murdoch, 87, and his family won’t be exiting the media business. 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.