The Rebooted "Keep Hope Alive" (that the rights can revert back to Marvel) Thread - - - - - - - - - - Part 19

[Chip Chipperson]

MCU Doom would be divine

Cmon Bub (Iger) get it done

 

[Orba]

I'm trying to find the actual release, but I assume at this point the Board's attitude is "Let's finish and close this", and they may argue that a timely closing is more important than squeezing every potential dollar out of it.

This one has it at the bottom.

https://www.cnbc.com/2018/06/20/disney-raises-bid-for-fox-assets-to-38-a-share.html

21st Century Fox Board Announces Amended and Restated Merger Agreement With Disney

NEW YORK, June 20, 2018 /PRNewswire/ -- Twenty-First Century Fox, Inc. ("21CF") (NASDAQ: FOXA, FOX) announced today that it has entered into an amended and restated merger agreement with The Walt Disney Company ("Disney") (NYSE: DIS) pursuant to which Disney has agreed to acquire for a price of $38 per 21CF share the same businesses Disney agreed to acquire under the previously announced merger agreement between 21CF and Disney (the "Disney Merger Agreement"). This price represents a significant increase over the purchase price of approximately $28 per share included in the Disney Merger Agreement when it was announced in December 2017. The amended and restated Disney Merger Agreement offers a package of consideration, flexibility and deal certainty enhancements that is superior to the proposal made by the Comcast Corporation on June 13, 2018.

Under the amended and restated Disney Merger Agreement, Disney would acquire those businesses on substantially the same terms, except that, among other things, Disney's offer allows 21CF stockholders to elect to receive their consideration, on a value equalized basis, in the form of cash or stock, subject to 50/50 proration. The collar on the stock consideration will ensure that 21st Century Fox shareholders will receive a number of Disney shares equal to $38 in value if the average Disney stock price at closing is between $93.53 and $114.32.

"We are extremely proud of the businesses we have built at 21st Century Fox, and firmly believe that this combination with Disney will unlock even more value for shareholders as the new Disney continues to set the pace at a dynamic time for our industry," said Rupert Murdoch, Executive Chairman of 21st Century Fox. "We remain convinced that the combination of 21CF's iconic assets, brands and franchises with Disney's will create one of the greatest, most innovative companies in the world."

In light of the revised terms contained in the amended and restated Disney Merger Agreement, 21CF's board, after consultation with its outside legal counsel and financial advisors, has not concluded that the unsolicited proposal it received on June 13, 2018 from Comcast could reasonably be expected to result in a "Company Superior Proposal" under the Disney Merger Agreement.

However, the amended and restated Disney Merger Agreement contains no changes to the provisions relating to the Company's directors' ability to evaluate a competing proposal.

As announced on May 30, 2018, 21CF has established a record date of May 29, 2018 and a meeting date of July 10, 2018, for a special meeting of its stockholders to, among other things, consider and vote on a proposal to adopt the Disney Merger Agreement. 21CF has determined to postpone its special meeting of stockholders to a future date in order to provide stockholders the opportunity to evaluate the terms of Disney's revised proposal and other developments to date. Once 21CF determines the new date for 21CF's special meeting of stockholders, the date will be communicated to 21CF stockholders.

 

[Dark Raven]

WSJ says that Fox has agreed to Disney's offer. This seems to indicate that the deal is done and bidding is over. That conflicts with other reports, however.

21st Century Fox Agrees to Higher Offer From Disney

Disney to pay more and add a cash component; Fox calls pact superior to Comcast’s bid

What does the full article say? I can't read it because it says I have to subscribe to the WSJ.

 

[Xeno]

I feel like Disney stock is, long-term, just a better option in general.

Virtually everyone in the industry agrees that Disney stock is far preferable, even Comcast. Bloomberg says that Comcast doesn't want to offer any of its own stock in the deal because they know it's not worth as much and the share price has been dropping. Hence, any sweetening of their offer will come in the form of more cash, not stock.

 

[Dark Raven]

Has anyone noticed that buying Fox costs more than it does to rebuild a human being? The Six Million Dollar Man was only a fraction of the cost. Even if he were adjusted for inflation today and became the Six Billion Dollar Man, he still would not be enough to make up the price of Fox if they sold off several of him.

 

[Willie Lumpkin]

This one has it at the bottom.


https://www.cnbc.com/2018/06/20/disney-raises-bid-for-fox-assets-to-38-a-share.html

Thanks. Yeah, they're clearly pushing for Disney. And Disney's status gives them a unique position. They'll be able to match anything Comcast offers, but nobody's sitting around waiting for Comcast.

I wouldn't be surprised if Comcast offers another bid, but clearly nobody is asking.

 

[Orba]

Disney's statement

New $38-per-share acquisition gives 21st Century Fox shareholders option to electcash or stock in the combined entity

BURBANK, Calif., June 20, 2018—The Walt Disney Company (NYSE: DIS) todayannounced that it has signed an amended acquisition agreement with Twenty-First Century Fox, Inc. ("21st Century Fox" —NASDAQ: FOXA, FOX), for $38 per share in cash and stock. Disney will acquire 21st Century Fox immediately following the spin-off of the businesses comprising "New Fox" as previously announced.

Under the amended agreement, 21st Century Fox shareholders may elect to receive, for each share of 21st Century Fox common stock, $38 in either cash or shares of Disney common stock (subject to adjustment for certain tax liabilities as described in the original acquisition announcement). The overall mix of consideration paid to 21st Century Fox shareholders will be approximately 50% cash and 50% stock. The stock consideration is subject to a collar (described below under 'Transaction Details') and is expected to be tax-free to 21st Century Fox shareholders.

The 21st Century Fox businesses to be acquired by Disney remain the same as under theoriginal agreement. Since the original agreement was announced, the intrinsic value ofthese assets has increased, notably due to tax reform and operating improvements.

"The acquisition of 21st Century Fox will bring significant financial value to the shareholders of both companies, and after six months of integration planning we're even more enthusiastic and confident in the strategic fit of the assets and the talent at Fox," said Robert A. Iger, Chairman and Chief Executive Officer, The Walt Disney Company. "At a time of dynamic change in the entertainment industry, the combination of Disney's and Fox's unparalleled collection of businesses and franchises will allow us to create more appealing high-quality content, expand our direct-to consumer offerings and international presence, and deliver more personalized and compelling entertainment experiences to meet growing consumer demand around the world."

Disney is expected to pay a total of approximately $35.7 billion in cash and issue approximately 343 million new shares to 21st Century Fox shareholders, representing about a 19% stake in Disney on a pro forma basis.

The collar on the stock consideration will ensure that 21st Century Fox shareholders will receive a number of Disney shares equal to $38 in value if the average Disney stock price at closing is between $93.53 and $114.32. 21st Century Fox shareholders will receive an exchange ratio of 0.3324 shares of Disney common stock if the average Disney stock price at closing is above $114.32 and 0.4063 shares of Disney common stock if the average Disney stock price at closing is below $93.53. Elections of cash and stock will be subject to proration to the extent cash or stock is oversubscribed.

Disney will also assume about $13.8 billion of net debt of 21st Century Fox. The acquisition price implies a total equity value of approximately $71.3 billion and a total transaction value of approximately $85.1 billion (assuming no tax adjustment). Disney has secured financing commitments for the cash portion of the acquisition.

The amended transaction is expected to be accretive to Disney earnings per share before the impact of purchase accounting for the second fiscal year after the close of the transaction, and to yield at least $2 billion in cost synergies by 2021 from operating efficiencies realized through the combination of businesses.

As announced in the original acquisition agreement, the businesses to be acquired byDisney include 21st Century Fox's film production businesses, including Twentieth Century Fox, Fox Searchlight Pictures and Fox 2000 Pictures; Fox's television creative units, Twentieth Century Fox Television, FX Productions and Fox 21; FX Networks;National Geographic Partners; Fox Sports Regional Networks; Fox Networks Group International; Star India; and Fox's interests in Hulu, Sky plc, and Tata Sky. The acquisition will occur immediately after the spin-off by 21st Century Fox of the Fox Broadcasting network and stations, Fox News Channel, Fox Business Network, FS1, FS2 and Big Ten Network into a newly listed company referred to as New Fox. If 21st Century Fox completes its acquisition of the 61% of Sky it doesn't already own prior to closing of the Disney acquisition, Disney would assume full ownership of Sky,including the assumption of its outstanding debt, upon closing.

The acquisition will significantly increase Disney's international footprint and expand the content and distribution for its direct-to-consumer (DTC) offerings, which include ESPN+ for sports fans; a Disney-branded streaming video-on-demand service launching in late 2019 that will feature Disney, Pixar, Marvel and Star Wars films along with a host of exclusive original content and library titles; and its ownership stake in Hulu. As a result of the acquisition, Disney will hold a controlling stake in Hulu.

Disney believes the transaction has a clear and timely path to regulatory approval. Both companies have spent the past six months working toward meeting all conditions necessary for closing. In the amended agreement, Disney has increased the scope of its commitment to take actions required to secure regulatory approval.

The amended agreement has been approved by the boards of directors of Disney and 21st Century Fox. The transaction is subject to approval by Disney and 21st Century Fox shareholders, clearance under the Hart-Scott-Rodino Antitrust Improvements Act, a number of other non-United States merger and other regulatory reviews, and other customary closing conditions. Both companies had been scheduled to hold shareholder meetings on the previously announced transaction on July 10. In light of the amended agreement, the companies are required to prepare updated SEC filings and proxy materials which will be sent to shareholders. A new date for the shareholder meetings will be announced.

Disney will conduct an investor conference call at approximately 8:30 a.m. EDT / 5:30a.m. PDT today, June 20, 2018. To listen to the live webcast, please visit www.disney.com/investors. The webcast presentation will be archived.

 

[ADollarADay]

I'm trying to find the actual release, but I assume at this point the Board's attitude is "Let's finish and close this", and they may argue that a timely closing is more important than squeezing every potential dollar out of it.

https://www.thewaltdisneycompany.co...y-fox-inc-for-71-3-billion-in-cash-and-stock/

 

[First Avenger]

Go get'em, Iger.

 

[Chip Chipperson]

The “lesser Evil” has won

What a glorious day for marvel fans, and therefore, the world

 

[Xeno]

What does the full article say? I can't read it because it says I have to subscribe to the WSJ.

The rest of it is under the spoiler tag. I was shocked that it's not behind the paywall for me, too.

The most interesting bit of info is that Iger said on a conference call that Disney can't divvy up Fox's assets with Comcast because its agreement with Fox precludes that.

Spoiler

Disney Chief Executive Robert Iger said on a conference call Wednesday that the possibility of meeting with Comcast to divide the Fox assets among the two companies is a nonstarter. “We have an agreement in place with [Fox] that precludes that,” he said.

Disney also has time on its side, Mr. Iger said, because the company’s deal with Fox has undergone several months of regulatory review and would presumably be approved sooner than if Comcast started the process today.

Mr. Iger highlighted how Fox’s programming will boost his company’s efforts to launch a Disney-branded streaming service next year and directly compete with Netflix Inc. “Direct-to-consumer distribution has become an even more compelling proposition in the six months since we announced the deal. The consumer is voting—loudly,” he said.

On a per-share basis, the new deal values the Fox assets at $38 a share, compared with the original Disney deal of $28 a share and Comcast’s offer of $35 a share.

Disney’s offer puts a “collar” on the stock portion, saying Fox shareholders would receive Disney shares equal to the $38 price so long as Disney’s stock price is between $93.53 and $114.32.

Fox said it has decided to postpone the special meeting of shareholders it had originally scheduled on July 10 to “a future date.”

Fox’s board and shareholders have had to weigh a number of factors as they consider which suitor is best. The total price, or equity value, of the offer is one major consideration, of course.

But the structure of the offer also matters. More stock in the deal has tax advantages for shareholders. These advantages might be particularly large for Fox shareholders, such as the Murdoch family, who have held Fox’s stock for a long time and thus face a potentially large capital gain to pay taxes on if it is sold for cash. Rupert Murdoch and his family have a 17% economic interest in 21st Century Fox. 21st Century Fox and Wall Street Journal-parent News Corp share common ownership.

Disney said the stock part of the deal is expected to be tax-free to 21st Century Fox shareholders.

Other shareholders, particularly the large institutional shareholders that are Fox’s biggest investors, may care less about taxes.

People close to Fox have said that the Murdochs are looking for the best financial deal and are working in the best interests of all shareholders.

Regulatory hurdles are also a consideration. The Justice Department would have to sign off on either deal, and Fox cited regulatory concerns among its reasons for rebuffing Comcast’s initial approach.

However, last week, a judge struck down the Justice Department’s attempt to block AT&T ’s acquisition of Time Warner Inc. Comcast believes the court’s approval of a “vertical” merger between a distributor and a content company should nullify Fox’s regulatory concerns, since a Comcast-Fox tie-up would have similar characteristics, people close to the cable giant say.

Mr. Iger said Wednesday that Disney and Fox executives already have been working for six months to get their union blessed by regulatory authorities around the world, and signaled that he still believed a “vertical” merger of the kind Comcast proposed for the Fox assets faced regulatory headwinds.

“We believe that we have a much better opportunity, both in terms of approval and the timing of that approval, than Comcast does in this case,” he said.

 

[Art Freak]

What does this part mean?

“Iger said on a conference call that Disney does not expect to complete the $20 billion share buyback it announced in December.”

 

[Detective Conan]

I feel all this celebration is a tad bit premature: Comcast still isn’t out of the running yet. They’ll make another bid. Though me wonders how much they can bid before someone says “No! enough is enough!” Roberts is still salty about losing both Disney and Warner Bros and is very motivated. So it ain’t over until the fat cash lady sings.

The Wall Street Journal article is a bit disingenuously worded imo. It should say that currently “the Fox board has chosen the increased Disney deal over Comcast’s new bid”. The way they wrote it sounds way too definitive & gives the false impression that this is ‘over’ when in reality this is not. In reality Comcast expected Disney to add cash or raise their offer so this doesn’t come as a surprise to Comcast at all. Part of their strategy is to make Disney’s participation in a bidding war take a toll on them (shares wise) in order for the deal to be less attractive to Fox shareholders. Make no mistake this ain’t over by a long shot but this does indeed show the Mouse isn’t backing down from this without a fight so that’s the positive takeaway from this.

 

[Big Bang]

WSJ says that Fox has agreed to Disney's offer. This seems to indicate that the deal is done and bidding is over. That conflicts with other reports, however.

21st Century Fox Agrees to Higher Offer From Disney

Disney to pay more and add a cash component; Fox calls pact superior to Comcast’s bid

I think the boards still have to vote on 7/10 for final approval.

Edit - Nevermind:

Both companies had been scheduled to hold shareholder meetings on the previously announced transaction on July 10. In light of the amended agreement, the companies are required to prepare updated SEC filings and proxy materials which will be sent to shareholders. A new date for the shareholder meetings will be announced.

 

[Boom]

I thought $68 million was the most Comcast could come up with, and even that was spreading them incredibly thin.

 

[BaronZemo]

It's not over yet but i can't see Comcast going much higher than that. They need to outbid Disney by at least 7-8 billion for Fox to even consider their offer. If it's just a couple of billion Fox will choose Disney's shares.

 

[Big Bang]

It's not over yet but i can't see Comcast going much higher than that. They need to outbid Disney by at least 7-8 billion for Fox to even consider their offer. If it's just a couple of billion Fox will choose Disney's shares.

I think this was the (Fox) board's way of saying they are going to stick with Disney. Comcast will likely take their offer (whether current or increased) straight to the shareholders next.

 

[Xeno]

What does this part mean?

“Iger said on a conference call that Disney does not expect to complete the $20 billion share buyback it announced in December.”

I think that refers to Disney's plan to buy back $20 billion worth of its own shares from investors. Because of the Fox deal, Disney isn't going to be able to do that.

 

[Chip Chipperson]

Comcast had to conjure up all they could to make that one desperation play

I’d like to see them come up with an offer that exceeds the Disney deal, not just matches or goes a little over. They’ll be dead in the water soon enough even if they somehow walk away with fox.

And even so, it just feels like the Murdochs always intended on dealing with Disney, but they used Comcast to squeeze a few more (billion) bucks out of em. Comcast got played.

 

[BaronZemo]

I think this was the (Fox) board's way of saying they are going to stick with Disney. Comcast will likely take their offer (whether current or increased) straight to the shareholders next.

Yes, they will but Disney's stocks are much more valueable than Comcast's cash right now. Comcast needs to go close to 80 billion to have a fighting chance. Is Roberts that desperate?

 

[Big Bang]

Yes, they will but Disney's stocks are much more valueable than Comcast's cash right now. Comcast needs to go close to 80 billion to have a fighting chance. Is Roberts that desperate?

Short answer, yes. Comcast desperately needs to bulk up.

 

[Detective Conan]

Yes, they will but Disney's stocks are much more valueable than Comcast's cash right now. Comcast needs to go close to 80 billion to have a fighting chance. Is Roberts that desperate?

Yes. He’s still ******** about failing to buy Disney & Time Warner.

 

[BaronZemo]

Well, let them fight then but i have the feeling that Comcast doesn't have much gas left.

 

[Iceman]

Edit: oh old , I hadn't reloaded this page for a while.

 

[Chip Chipperson]

Comcast just needs to take the L

Roberts, cmon guy. Everyone loses to Disney, there is literally no shame in it.