NEW YORK - June 13, 2018 - Twenty-First Century Fox, Inc. ( 21st Century Fox ) (NASDAQ: FOXA, FOX) today confirmed it has received an unsolicited, written proposal from Comcast to acquire the same businesses that 21st Century Fox previously agreed to sell to The Walt Disney Company ( Disney ) (NYSE: DIS), including the Twentieth Century Fox Film and Television studios, along with cable and international TV businesses. As with 21st Century Fox's pending transaction with Disney announced in December 2017 (the Disney Merger Agreement ), Comcast's proposal contemplates that prior to the acquisition, 21st Century Fox will separate the Fox Broadcasting network and stations, Fox News Channel, Fox Business Network, FOX Sports, FS1, FS2 and Big Ten Network into a newly listed company that will be spun off to its shareholders ( new Fox ). Comcast has proposed an all-cash transaction at $35.00 per 21st Century Fox share.
21st Century Fox remains subject to the Disney Merger Agreement. Consistent with the terms of this agreement and the fiduciary duties of the Company's directors, 21st Century Fox's Board, in consultation with its outside legal counsel and financial advisors, will carefully review and consider the Comcast proposal.
21st Century Fox has not yet made a determination, in light of Comcast's proposal, as to whether it will postpone or adjourn the July 10, 2018 special meeting of stockholders to consider certain proposals related to the Disney Merger Agreement.
About 21st Century Fox
21st Century Fox is one of the world's leading portfolios of cable, broadcast, film, pay TV and satellite assets spanning six continents across the globe. Reaching more than 1.8 billion subscribers in approximately 50 local languages every day, 21st Century Fox is home to a global portfolio of cable and broadcasting networks and properties, including FOX, FX, FXX, FXM, FS1, Fox News Channel, Fox Business Network, FOX Sports, Fox Sports Network, National Geographic Channels, Star India, 28 local television stations in the U.S. and more than 350 international channels; film studio Twentieth Century Fox Film; and television production studios Twentieth Century Fox Television and a 50 per cent ownership interest in Endemol Shine Group. 21st Century Fox also holds approximately 39.1 per cent of the issued shares of Sky, Europe's leading entertainment company, which serves nearly 23 million households across five countries. For more information about 21st Century Fox, please visit www.21CF.com.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Cautionary Notes on Forward Looking Statements
This communication contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as expect, anticipate, intend, plan, believe, seek, see, will, would, target, similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the proposed transaction or to make any filing or take other action required to consummate such transaction in a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction may not occur on the anticipated terms and timing or at all, (ii) the required regulatory approvals are not obtained, or that in order to obtain such regulatory approvals, conditions are imposed that adversely affect the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction, (iii) the risk that a condition to closing of the transaction may not be satisfied (including, but not limited to, the receipt of legal opinions and rulings with respect to the treatment of the transaction under U.S. and Australian tax laws), including the tax-free treatment of the transaction to 21st Century Fox's stockholders of the distribution of shares of New Fox common stock, (iv) the risk that the anticipated tax treatment of the transaction is not obtained, (v) an increase or decrease in the anticipated transaction taxes (including due to any changes to tax legislation and its impact on tax rates (and the timing of the
Most recent headlines
04/08/2024
Dalet, a leading technology and service provider for media-rich organizations, is excited to announce Santiago Solanas as its new Chief Executive Officer (CEO)....
03/06/2024
Dalet, a leading technology and service provider for media-rich organizations, a...
28/04/2024
Mediahaus delivers the first SRT live-streaming sports production over 5G with U...
23/04/2024
LONDON IBC is now accepting nominations for its IBC2024 Innovation Awards, which honor achievements in technological innovation and social impact media & entert...
23/04/2024
WASHINGTON, D.C. In response to the introduction of the Broadcast VOICES Act that seeks to encourage more diversity in the ownership of TV and radio stations, t...
23/04/2024
MIAMI, Fla. As part of a push to expand its FAST channel and streaming operations, Hemisphere Media Group has launched its free ad supported television (FAST) c...
23/04/2024
LOS ANGELES DirecTV is adding seven new channels to its rapidly expanding streaming lineup through new licensing agreements with Cineverse Corp. and Scripps Net...
23/04/2024
Entitled Our Creative Future, the manifesto calls for radical new action' t...
23/04/2024
The company has secured investment from private equity firm PAI Partners, which also holds a stake in outside broadcasting company EMG
By Jenny Priestley
Pub...
23/04/2024
Cameron also said he recognised Marlow as a potential UK and European base for his new company, LIGHTSTORM 3D
By Matthew Corrigan
Published: April 23, 2024 ...
23/04/2024
The five categories cover Content Creation, Content Distribution, Content Everywhere, Social Impact and Environment & Sustainability
By Matthew Corrigan
Publ...
23/04/2024
He played a central role in securing key broadcast rights, including the FIFA World Cup 2018 and 2022
By Matthew Corrigan
Published: April 23, 2024
He pla...
23/04/2024
IBC is preparing to honour the highest achievements in technological innovation and social impact with the launch of its prestigious IBC2024 Innovation Awards, ...
23/04/2024
BREA, Calif. Bolin Technology is integrating Network Device Interface (NDI) across its product line, bringing support for the latest NDI technologies to its PTZ...
23/04/2024
WYOMISSING, Pa. PENN Entertainment has announced that longtime Disney and ESPN executive Aaron LaBerge has been named chief technology officer effective July 1,...
23/04/2024
In response to an FCC ruling in March proposing a $1.2 million fine against Nexstar and a ruling that Mission Broadcasting sell WPIX, Nexstar has filled a respo...
23/04/2024
Sony has announced new details about how the National Hot Rod Association (NHRA) is using Sony's Ci Media Cloud platform to streamline its workflows and spe...
23/04/2024
Esports' rapid rise to popularity can be attributed to many factors, from technological advancements that have enhanced the quality of modern gaming experie...
23/04/2024
OpenDrives, Inc., the global provider of software-defined media workflow solutions and data management capabilities, has been selected as a winner in the 2024 N...
23/04/2024
BCNEXXT is pleased to announce that Vpe has won the 2024 NAB Show Product of the Year Award in the Asset Management, Automation and Playout category. The offici...
23/04/2024
Gravity Media, a world leading global provider of complex live creative production and media services, today outlined the broadcast technology and television pr...
23/04/2024
Scality, a global leader in cyber-resilient storage for the AI era, today announced the appointment of Peter Brennan as Chief Executive Officer (CEO) of Scality...
23/04/2024
Blackmagic Design today announced ATEM 1 M/E Constellation 4K and ATEM 2 M/E Constellation 4K switchers, two new Ultra HD models of the ATEM Constellation famil...
23/04/2024
Blackmagic Design today announced Blackmagic Videohub 120x120 12G, the newest model in the Videohub 12G router family. The massive Blackmagic Videohub 120x120 1...
23/04/2024
Blackmagic Design today announced new lower prices for Blackmagic Video Assist 3G and 12G models. Customers can save US$200 on all models. These lower prices ma...
23/04/2024
Adder Technology continues to shine brightly, with its groundbreaking product, the ADDERLink INFINITY 3000 (ALIF3000), once again taking center stage. Hot on t...
23/04/2024
Pliant Technologies' CRP-C12 Compact Radio Pack is an Audio Production, Processing and Networking category winner in the 2024 NAB Show Product of the Year A...
23/04/2024
SipRadius, the specialists in live media transport and transcoding, will showcase their world-leading implementation of AV1 and JPEG-XS over transport streams a...
23/04/2024
Composer Rafael Krux has added a Prism Sound Dream ADA-128 modular conversion system to his production studio where he creates music for commercials, trailers, ...
23/04/2024
PMC proudly provides the ultimate large-scale Dolby Atmos audio system for the legendary musician Steven Wilson at the High End, Munich. He will share his exten...
23/04/2024
Particles emitting from a 3D rotating shape's edge
Graham Quince April 22, 2024
0 Comments
In Fixin' FX, people send me their problematic proj...
23/04/2024
Hollyland Technology Announces a New Line of Video Transmitters: Introducing the...
23/04/2024
Charlotte Deleste, anchor at WISC Madison, Wisconsin, is leaving the station. Her final day on the air is April 24. Deleste has spent 18 years there....
23/04/2024
Top WNBA draft choice Caitlin Clark will appear on local broadcast for 17 games next season in a deal between Tegna and the Indiana Fever....
23/04/2024
Skeem Saam: Monday's episode, 22 April 2024 [video]Missed an episode of Skeem Saam? No problem! Watch the latest episode of your favourite South African soa...
23/04/2024
Skeem Saam' May Spoiler: Inside Mr Kgomo, Eunice's romance? Skeem Saam' May teasers reveal that Melita will be jealous of Mr Kgomo and Eunice's ...
23/04/2024
Tonight on Scandal: Dintle takes a huge risk on her quest to save her daughterDon't miss Tuesday, 23 April's riveting episode of South African soapie Sc...
23/04/2024
Facebook
Twitter
LinkedIn
We thank TK for his leadership and dedication to our customers' success. We wish him well on his retirement, said Yannick ...
23/04/2024
Facebook
Twitter
LinkedIn
On April 23rd 2024, Thales, the German Navy and German military procurement agency, BAAINBw (Federal Office of Bundeswehr Equipm...
22/04/2024
22 April 2024 - Award-winning broadcaster UKTV has today announced it has invested in the award-winning online care marketplace, Elder, using its multi-million ...
22/04/2024
It's a beautiful day to be a Swiftie. On April 19, Taylor Swift dropped her ...
22/04/2024
SBS marks Earth Day with Australian TV milestone as The Cook Up with Adam Liaw b...
22/04/2024
In this video, LEE Filters ambassador Jordan Banks ventures into Snowdonia National Park in Wales. Faced with less-than-ideal weather conditions, he adapts his ...
22/04/2024
The Nexstar Media Group has decided not to renew affiliation agreements for The CW broadcast network with stations owned by Scripps in seven markets....
22/04/2024
INDIANAPOLIS and Tysons, Va. In the wake of record viewing levels for the NCAA Women's Championship games, Tegna has announced that it has signed an agreeme...
22/04/2024
Digital Domain Unveils Masquerade3 : Revolutionary Markerless Facial Motion Cap...
22/04/2024
Pixotope brings the power of Unreal Engine to automated and news broadcast graph...
22/04/2024
Brand New Color Slice tool in DaVinci Resolve 19!
Kasia Jarco April 22, 2024
0 Comments
In this video i would like to show you the newest Color Slice ...
22/04/2024
Apple Motion's Best-Kept Secret
Simon Ubsdell April 22, 2024
0 Comments
A seriously useful technique that I have employed in many of my tutorials ...
NEW YORK - June 13, 2018 - Twenty-First Century Fox, Inc. ( 21st Century Fox ) (NASDAQ: FOXA, FOX) today confirmed it has received an unsolicited, written proposal from Comcast to acquire the same businesses that 21st Century Fox previously agreed to sell to The Walt Disney Company ( Disney ) (NYSE: DIS), including the Twentieth Century Fox Film and Television studios, along with cable and international TV businesses. As with 21st Century Fox's pending transaction with Disney announced in December 2017 (the Disney Merger Agreement ), Comcast's proposal contemplates that prior to the acquisition, 21st Century Fox will separate the Fox Broadcasting network and stations, Fox News Channel, Fox Business Network, FOX Sports, FS1, FS2 and Big Ten Network into a newly listed company that will be spun off to its shareholders ( new Fox ). Comcast has proposed an all-cash transaction at $35.00 per 21st Century Fox share.
