NEW YORK, New York and BURBANK, Calif., March 18, 2019 - Twenty-First Century Fox, Inc. ( 21CF ) (NASDAQ: FOXA, FOX) and The Walt Disney Company ( Disney ) (NYSE: DIS) announced today that the distribution adjustment multiple used to determine the portion of each share of 21CF common stock to be exchanged for common stock of Fox Corporation ( FOX ) in the Distribution (as defined below) (the Distribution Adjustment Multiple ), has been calculated to be approximately 1.357190, in accordance with the Amended and Restated Agreement and Plan of Merger (the Merger Agreement ), dated as of June 20, 2018, by and among 21CF, Disney, TWDC Holdco 613 Corp., the holding company that will own both Disney and 21CF following the completion of the transactions contemplated thereby, and certain of Disney's other subsidiaries.
21CF expects to distribute, at approximately 8:00 a.m. Eastern Time tomorrow, all issued and outstanding shares of FOX common stock to 21CF stockholders (other than holders of the shares held by subsidiaries of 21CF) on a pro rata basis (the Distribution ). Pursuant to the Amended and Restated Distribution Agreement and Plan of Merger, dated as of June 20, 2018, by and between 21CF and 21CF Distribution Merger Sub, Inc., and because the Distribution Adjustment Multiple is approximately 1.357190, 0.263183 of each share of 21CF common stock held at the time of the Distribution will be exchanged for 1/3 of one share of FOX common stock of the same class, and holders will receive cash in lieu of any fractional share of FOX common stock they otherwise would have been entitled to receive in connection with the Distribution. Following the completion of the Distribution, holders will continue to own 0.736817 of each such share of 21CF common stock, which will remain issued and outstanding until 21CF merges with a subsidiary of Disney (the Acquisition ). The 0.736817 of each share of 21CF common stock remaining outstanding following the Distribution will be exchanged for the amount of consideration in the Acquisition that a whole share of 21CF common stock would have been exchanged for before giving effect to the Distribution, because the consideration that holders will receive in the Acquisition is automatically adjusted pursuant to the Merger Agreement to take the Distribution into account by multiplying the value of such consideration by the Distribution Adjustment Multiple.
As previously announced, 21CF and Disney anticipate the effectiveness of the Acquisition to occur at 12:02 a.m. Eastern Time on March 20, 2019.
About 21CF
21CF 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, 21CF 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. For more information about 21CF, please visit www.21CF.com.
About Disney
Disney, together with its subsidiaries, is a diversified worldwide entertainment company with operations in four business segments: Media Networks; Parks, Experiences and Products; Studio Entertainment; and Direct-to-Consumer and International. Disney is a Dow 30 company and had annual revenues of $59.4 billion in its Fiscal Year 2018. For more information about Disney, please visit www.thewaltdisneycompany.com.
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 risk that a condition to closing of the transaction may not be satisfied (including, but not limited to, the receipt of legal opinions with respect to the treatment of certain aspects of the transaction under U.S. and Australian tax laws), (iii) the risk that the anticipated tax treatment of the transaction is not obtained, (iv) an increase or decrease in the anticipated transaction taxes (including due to any changes to tax legislation and its
Most recent headlines
05/01/2027
Worlds first 802.15.4ab-UWB chip verified by Calterah and Rohde & Schwarz to be ...
09/10/2026
nxtedition will exhibit for the first time at Asias Broadcasting & Infotainment Show (A.B.I.S) in Mumbai, bringing its integrated production platform and latest...
09/10/2026
Today's AI Isn't the Answer
Andy Marken October 8, 2026
0 Comments
Let's say you're telling the truth, and this is all a dream. - Do...
09/10/2026
Ikegami to Introduce New UHK-X700VN Camera at NAB New York, Offering Advanced Cr...
09/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
09/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
09/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
09/10/2026
Witness world firsts, new arrivals and the work that goes on behind the scenes a...
09/10/2026
September 10 2026, 06:00 (PDT) Dolby Expands Dolby OptiView Platform with New Capabilities at IBC 2026
New Sports Intelligence helps providers better unders...
08/10/2026
Modern venues have come a long way since the tinny, echoing audio of the mid 20t...
08/10/2026
ESPN's first Super Bowl production will stream in English and Spanish on Disney+, while the ESPN App carries the full slate of game, ManningCast, studio, an...
08/10/2026
From high-school videoboards to War Eagle Productions, the Opelika native is learning how to lead shows and capture big moments
The future of live sports produ...
08/10/2026
The Television Academy and Prime Video have announced a six-year agreement making Prime Video the exclusive global home of the Emmy Awards beginning with the 20...
08/10/2026
Techex will exhibit at NAB Show New York 2026 (Booth 623, Javits Center, October...
08/10/2026
X Games has announced the appointment of Steve Rogers as Chief Operating Officer. Rogers previously served as COO of World Supercross and spent nearly a decade ...
08/10/2026
Fonn Group has appointed Trevor Spielmann as Sales Director for Germany, Austria, and Switzerland. Spielmann joins from EVS, where he held sales and business de...
08/10/2026
The flagship program will originate from major PG events with a four-camera production, live distribution across PGTV, social platforms
Perfect Game is bringin...
08/10/2026
Innovation rarely happens in a vacuum. More often, it happens at the point of collision: when worlds that have run on separate tracks begin to converge. That is...
08/10/2026
For decades, the production and broadcast services business has run on a familia...
08/10/2026
Uplynk, Zixi, BroadView Software, and Grass Valley have published The IP Converg...
08/10/2026
The NFL has announced the return of the Big Data Bowl, the league's analytics competition, now in its ninth year and again powered by AWS. Registration is o...
08/10/2026
Eutelsat has renewed its partnership with T l diffusion d'Alg rie (TDA), Algeria's national broadcasting network operator, for continued distribution of...
08/10/2026
Disney will livestream Super Bowl LXI on February 14, 2027, alongside the game's broadcast on ESPN and ABC. All Disney subscribers in the United States wi...
08/10/2026
RHStv and Red House Streaming have announced an expansion of their partnership w...
08/10/2026
Gray Media has announced a distribution agreement with TEGNA and DAZN to simulca...
08/10/2026
SVG readers can save 10% on registration and receive a complimentary Solutions H...
08/10/2026
PROTON Camera Innovations GmbH has been named a recipient of a 2026 Technology a...
08/10/2026
Industry leaders discuss real-world cloud workflows for live game production, pl...
08/10/2026
The next-gen audio technology joins Dolby Vision as part of Apple TV's immersive F1 experience...
08/10/2026
David France, Jesse Short Bull, Mato Wayuhi, N. Bird Runningwater, Jodi Archambau, Jhane Myers, Paul McGuire, Amber Morning Star Byars, Holly Macarro, Nick Tils...
08/10/2026
Dynamic panning plug-ins get an upgrade
Sound Particles have just announced major updates for two of their popular dynamic panning plug-ins. Energy Panner 2...
08/10/2026
New expandable instrument boasts full DMNO engine
UDO Audio have just announced the upcoming release of a new, expandable synth that packs the power of the ...
08/10/2026
Two new subwoofers added to monitoring line-up
ADAM Audio's monitoring range has just been expanded with two new DSP-equipped subwoofers, the Sub8 PRO a...
08/10/2026
eds3_5_jq(document).ready(function($) { $(#eds_sliderM519).chameleonSlider_2_1({ content_source:......
08/10/2026
Calrec gives broadcasters freedom of choice at NAB Show New York We're looking forward to meeting up with you all at NAB New York on 21st-22nd October.
Cal...
08/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
08/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
08/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
08/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
08/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
08/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
08/10/2026
Globecast, a leading provider of broadcast, media and entertainment managed services, will showcase its next generation of media orchestration services at NAB S...
08/10/2026
Clear-Com played a critical role in the production communications infrastructure for Rock in Rio 2026, one of the world's largest and most recognized music...
08/10/2026
Sohonet Launches ClearView Rush: A Leap Forward in Studio Review, Built for Crea...
08/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
08/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
08/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
08/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
08/10/2026
Ikegami announces a major expansion to its range of broadcast-quality live production cameras. Scheduled for introduction on Ikegami booth 708 at NAB New York, ...
NEW YORK, New York and BURBANK, Calif., March 18, 2019 - Twenty-First Century Fox, Inc. ( 21CF ) (NASDAQ: FOXA, FOX) and The Walt Disney Company ( Disney ) (NYSE: DIS) announced today that the distribution adjustment multiple used to determine the portion of each share of 21CF common stock to be exchanged for common stock of Fox Corporation ( FOX ) in the Distribution (as defined below) (the Distribution Adjustment Multiple ), has been calculated to be approximately 1.357190, in accordance with the Amended and Restated Agreement and Plan of Merger (the Merger Agreement ), dated as of June 20, 2018, by and among 21CF, Disney, TWDC Holdco 613 Corp., the holding company that will own both Disney and 21CF following the completion of the transactions contemplated thereby, and certain of Disney's other subsidiaries.
