NEW YORK, May 30, 2018 Twenty-First Century Fox, Inc. ( 21CF ) (NASDAQ: FOXA, FOX) announced that it 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 previously announced merger agreement (the Disney Merger Agreement ) with The Walt Disney Company ( Disney ) and certain of its subsidiaries. 21CF's board of directors recommends that stockholders vote in favor of the proposal to adopt the Disney Merger Agreement and the other proposals to be voted on at the special meeting.
21CF is aware of the press release of Comcast Corporation ( Comcast ) of May 23, 2018, in which Comcast states that it is considering, and is in advanced stages of preparing, an offer for the businesses of Fox that Fox has agreed to sell to Disney. Under the Disney Merger Agreement, if any event occurs that 21CF determines, after consultation with outside legal counsel, is reasonably likely to require under applicable law the filing or mailing of any supplemental or amended disclosure, 21CF may postpone or adjourn the special meeting of its stockholders to allow reasonable additional time for the filing, mailing, dissemination and review by its stockholders of any such disclosure prior to the special meeting.
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.
Important Information About the Transaction and Where to Find It
In connection with the proposed transaction between The Walt Disney Company ( Disney ) and Twenty-First Century Fox, Inc. ( 21CF ), Disney has filed with the Securities and Exchange Commission (the SEC ) a registration statement on Form S-4 (File No. 333-224335) (as amended, the Form S-4 ), which was declared effective by the SEC on May 29, 2018. The Form S-4 includes a joint proxy statement of Disney and 21CF and also constitutes a prospectus of Disney. 21CF will file with the SEC a registration statement for a newly formed subsidiary ( New Fox ), which is contemplated to own certain assets and businesses of 21CF not being acquired by Disney in connection with the proposed transaction. 21CF and Disney may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Form S-4, the registration statement related to New Fox or any other document which 21CF or Disney may file with the SEC. INVESTORS AND SECURITY HOLDERS OF 21CF AND DISNEY ARE URGED TO READ THE REGISTRATION STATEMENTS, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Form S-4 including the joint proxy statement/prospectus and, when available, other documents filed with the SEC by 21CF and Disney through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of:
21CF Disney
1211 Avenue of Americas c/o Broadridge Corporate Issuer Solutions
New York, NY 10036 P.O. Box 1342
Attention: Investor Relations Brentwood, NY 11717
1 (212) 852 7059 Attention: Disney Shareholder Services
Investor@21CF.com 1 (855) 553 4763
Participants in the Solicitation
21CF, Disney and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding 21CF's directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is available in 21CF's Annual Report on Form 10-K for the year ended June 30, 2017 and its proxy statement filed on September 28, 2017, which are filed with the SEC. Information regarding Disney's directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is available in Disney's Annual Report on Form 10-K for the year ended September 30, 2017 and its proxy statement filed on January 13, 2017, which are filed with the SEC. A more complete description is available in the Form S-4 and will be available in the registration statement related to New Fox.
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
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NEW YORK, May 30, 2018 Twenty-First Century Fox, Inc. ( 21CF ) (NASDAQ: FOXA, FOX) announced that it 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 previously announced merger agreement (the Disney Merger Agreement ) with The Walt Disney Company ( Disney ) and certain of its subsidiaries. 21CF's board of directors recommends that stockholders vote in favor of the proposal to adopt the Disney Merger Agreement and the other proposals to be voted on at the special meeting.
