Sony Pixel Power calrec Sony

21ST CENTURY FOX AND DISNEY ANNOUNCE DISTRIBUTION ADJUSTMENT MULTIPLE IN CONNECTION WITH ACQUISITION AND EFFECT ON OUTSTANDING SHARES

18/03/2019

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
LINK: https://www.21cf.com/news/21st-century-fox/2019/21st-century-fox-and-d...
See more stories from foxinternational

Most recent headlines

05/01/2027

Worlds first 802.15.4ab-UWB chip verified by Calterah and Rohde & Schwarz to be demoed at CES 2026

Worlds first 802.15.4ab-UWB chip verified by Calterah and Rohde & Schwarz to be ...

04/08/2026

Dalet Announces Commercial Availability of Dalia, Bringing Media-Aware Agentic AI to Enterprise Productions

Dalet, a leading technology and service provider for media-rich organizations, t...

04/07/2026

Detective Conan: Fallen Angel of the Highway Opens in Dolby Cinemas Across Japan, Presented in Dolby Atmos and Dolby ...

April 7 2026, 19:00 (PDT) Detective Conan: Fallen Angel of the Highway Opens in...

01/06/2026

Dolby Sets the New Standard for Premium Entertainment at CES 2026

January 6 2026, 05:30 (PST) Dolby Sets the New Standard for Premium Entertainment at CES 2026 Throughout the week, Dolby brings to life the latest innovatio...

02/05/2026

Dalet Flex LTS Delivers Smarter Search, Faster Editing, and an AI-Ready Foundation for Modern Media

Dalet, a leading technology and service provider for media-rich organizations, t...

01/05/2026

NBCUniversal's Peacock to Be First Streamer to Integrate Dolby's Full Suite of Premium Picture and Sound Innovations

January 5 2026, 18:30 (PST) NBCUniversal's Peacock to Be First Streamer to ...

22/04/2026

Live From NAB 2026: Solid State Logics Berny Carpenter on Expanding System T With Virtual DSP, Cloud Workflows

Solid State Logic is advancing its System T platform with a stronger focus on IP...

22/04/2026

Live From NAB 2026: Dolbys Giles Baker on the Growth of Dolby OptiView, Immersive Vision and Audio for Live Sports

From immersive audio to live streaming, Dolby Laboratories is focused on the fut...

22/04/2026

Live From NAB 2026: Blackmagic Design's Bob Caniglia on Implementing Cinematic Looks in Live Broadcasts

Shallow depth-of-field cameras have taken the industry by storm. Its debut a han...

22/04/2026

NAB 2026: Eastern Kentucky University deploys campus-wide ST 2110 network with Riedel and Bridge Digital

Riedel Communications (Booth C4908) announced that Eastern Kentucky University (...

22/04/2026

SportsTechBuzz at NAB 2026, Day 4: Live Reports From the Show Floor in Vegas

The NAB Show is in full swing, and the SVG and SVG Europe editorial teams are chasing down the hottest stories from all over the Las Vegas Convention Center. He...

22/04/2026

NAB 2026: Blackmagic Design Announces URSA Cine 12K LF 100G

Blackmagic Design has announced the URSA Cine 12K LF 100G, a new model in the URSA Cine family adding 100G Ethernet for SMPTE 2110 live production output up to ...

22/04/2026

Live From NAB 2026: NEPs Martin Stewart Talks 40 Years, the NEP Platform, and Scaling for FIFA World Cup

Celebrating its 40th anniversary, NEP is leaning into hybrid production with the...

22/04/2026

Live From NAB 2026: NEPs Dan Murphy on NEP Platform, TFC, and the Shift to Software-Defined Workflows

NEP VP, Platform Dan Murphy sits down at the 2026 NAB Show to unpack what NEP P...

22/04/2026

Spotify and WNBA's New York Liberty Bring Basketball and Music Together With New Partnership

Spotify and the New York Liberty are teaming up to give music and basketball fan...

22/04/2026

The story of the Focusrite ISA preamp

New 20-minute documentary explores iconic design The Focusrite Room in Mesa, Arizona, where John Aquilino hosts the Studio Console 005. In 2025, Focusrite co...

22/04/2026

EverSync SP-10 wireless from Cloudvocal

Offers compact wireless solution for pedalboards Taiwanese audio brand Cloudvocal have announced the availability of a new pedalboard-friendly wireless syst...

22/04/2026

Arturia release Augmented Persia

Latest hybrid sampling/synthesis instrument arrives Arturia's Augmented series offerings rely on a mixture of sampling and synthesis, allowing users to ...

22/04/2026

Acustica Audio launch Salt 2

Combines three distinct analogue EQ emulations The latest addition to Acustica Audio's ever-expanding collection of analogue-emulation plug-ins combines...

22/04/2026

Analog Empire: Bass & Lead from Melda Production

Final instalment in vintage-inspired instrument series Analog Empire: Bass & Lead marks the final instalment in Melda Production's vintage hardware-insp...

22/04/2026

Strymon reveal the Canoga

Fuzz pedal joins all-analogue Series A line Given that Strymons reputation was built on unapologetically digital pedals, it was a little surprising to see t...

22/04/2026

SBS names shortlisted brands for 2026 SBS Media Sustainability Challenge

SBS names shortlisted brands for 2026 SBS Media Sustainability Challenge 22 April, 2026 Media releases National broadcaster also releases its second annual...

22/04/2026

The Frequency That Decides the Fight

Why Low Band Electronic Warfare Matters...

22/04/2026

Polish national football team play-off games top monthly programme list

The nation unites around football team's World Cup dream Warsaw, Poland, 20.04.26: Nielsen, a global leader in audience measurement, data, and media intell...

22/04/2026

Nielsen and the Polish Organisation of Advertisers announce strategic partnership to elevate marketing standards in Poland

Warsaw, Poland, 22.04.26: Nielsen, a global leader in audience measurement, data...

22/04/2026

Nielsen helps New Zealand brands expand internationally with greater clarity and confidence

New market intelligence offering gives businesses a clearer view of local consum...

22/04/2026

Glookast Unveils New UX, YouTube and Social Media Connectors, Premiere Panel, Cinnafilm Tachyon Plugin and More at NAB

Glookast Unveils New UX, YouTube and Social Media Connectors, Premiere Panel, Ci...

22/04/2026

Lightcraft Technology to Preview Spark Story at NAB 2026 with Interactive Previs Experience

Lightcraft Technology to Preview Spark Story at NAB 2026 with Interactive Previs...

22/04/2026

Bolin Demos New PTZ Cameras and Controller at 2026 NAB Show

Share Copy link Facebook X Linkedin Bluesky Email...

22/04/2026

Anchor Audio Launches Beacon 3

Share Copy link Facebook X Linkedin Bluesky Email...

22/04/2026

FCC Grants WSWB TV License Transfer to Sinclair

Share Copy link Facebook X Linkedin Bluesky Email...

22/04/2026

Telemundo Puerto Rico Streaming Channel Launches On Prime Video

Share Copy link Facebook X Linkedin Bluesky Email...

22/04/2026

Chyron Announces PRIME Translate

Share Copy link Facebook X Linkedin Bluesky Email...

22/04/2026

TV Tech Announces Winners of Best of Show Awards at 2026 NAB Show

Share Copy link Facebook X Linkedin Bluesky Email...

22/04/2026

VEON's Banglalink to Bring Starlink Mobile to Customers in Bangladesh

22 Apr 2026 VEON's Banglalink to Bring Starlink Mobile to Customers in Bangladesh Bangladesh becomes the third market where VEON and Starlink Mobile partne...

22/04/2026

FIRST LOOK FOR NEW U DRAMA SERIES HIT POINT

U have unveiled exclusive first-look images for their six-part police thriller Hit Point, starring Nick Blood (Day of the Jackal) and BAFTA nominee Saffron Hock...

22/04/2026

UKTV Highlights: Saturday May 9th -15th 2026

What can I watch on UKTV and stream on U this week? This week on UKTV and the free streaming service U, viewers can watch a range of new and returning programm...

22/04/2026

Sky announces fifth year of WNT Fund with 30,000 bursary supporting players and grassroots football

Wednesday 22 April 2026 Sky announces fifth year of WNT Fund with 30,000 bursa...

22/04/2026

This Earth Day, Discover the Sustainable Productions Behind Our Films and Series

Back to All News This Earth Day, Discover the Sustainable Productions Behind Our Films and Series Emma Stewart, Ph.D. Netflix Sustainability Officer Enterta...

22/04/2026

Retail Media Standards Are Expanding Into Commerce Media - Here's Why That Matters for Measurement

The move from Retail Media to Commerce Media is about broadening the scope of th...

22/04/2026

Dolby and BMW Bring Dolby Atmos to the BMW 7 Series, Expanding Immersive Audio Across Future Models

April 22 2026, 07:00 (PDT) Dolby and BMW Bring Dolby Atmos to the BMW 7 Series,...

22/04/2026

RT Licenses Stolen Sister to Pushkin

RT Documentary On One 7-part series breaks US market for first time RT Programme Sales has announced its first deal with a US distribution partner for its 7-...

22/04/2026

NVIDIA and Google Cloud Collaborate to Advance Agentic and Physical AI

NVIDIA and Google Cloud have collaborated for more than a decade, co engineering a full stack AI platform that spans every technology layer - from performance o...

21/04/2026

Live From NAB 2026: BitFires Colin Bonzey on Growing Spark Platform for Live Cloud-Based Productions

Cloud-based production isnt going anywhere, and BitFire is doubling down by prov...

21/04/2026

Live From NAB 2026: AWSs Jason Dvorkin, Regina Rossi on Driving Innovation With Al-Based Workflows

The topic of artificial intelligence has a stranglehold on the sports-video-prod...

21/04/2026

Live From NAB 2026: T-Mobile for Business' Jason Schnellbacher on Enhancing 5G for Sports Fans, Broadcasters

5G is still a hot topic in live event production, and this workflow continues to...

21/04/2026

Live From NAB 2026: Appears Ed McGivern on Fox Sports Deal, New XM Platform, and VX Software Debut

At the 2026 NAB Show, Ed McGivern, GM and President of Appear US, discusses the ...

21/04/2026

NAB 2026: Studio Network Solutions launches on-premise AI suite for media production workflows

Studio Network Solutions (SNS) has announced an on-premise AI suite designed for...

21/04/2026

NAB 2026: Suite Studios integrates file-streaming technology into Frame.io Drive

Suite Studios has integrated its file-streaming technology into the newly announced Frame.io Drive, a desktop application from Adobe company Frame.io. The colla...

21/04/2026

NAB 2026: Net Insight integrates InSync FrameFormer into Nimbra Edge for media processing

Net Insight has integrated InSync Technology's FrameFormer into the Nimbra E...