
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 ...
01/06/2026
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, a leading technology and service provider for media-rich organizations, t...
01/05/2026
January 5 2026, 18:30 (PST) NBCUniversal's Peacock to Be First Streamer to ...
01/04/2026
January 4 2026, 18:00 (PST) DOLBY AND DOUYIN EMPOWER THE NEXT GENERATON OF CREATORS WITH DOLBY VISION
Douyin Users Can Now Create And Share Videos With Stun...
23/03/2026
The Professional Fighters League (PFL) has renewed its multi-year partnership wi...
23/03/2026
The Snow League has named Google Cloud as its Official Cloud and AI Partner. The...
23/03/2026
Chyron has appointed Eric Wolff as Director of Venues Sales, North America. Wolff previously served as Director of Broadcast Operations & Media Production for T...
23/03/2026
Chicago Sports Network (CHSN) and Weigel Broadcasting's WCIU (The U, ch. 26.1) will simulcast 10 Chicago White Sox games during the 2026 season, the compani...
23/03/2026
Cosm has appointed Jon Werbeck as Vice President, Head of Sponsorships. He will report to Corey Breton, Head of Venues, and will focus on corporate sponsorship ...
23/03/2026
CP Communications has announced a partnership with Mark Roberts Motion Control (...
23/03/2026
NAB Show 2026, taking place April 18-22 (exhibits April 19-22) at the Las Vegas ...
23/03/2026
Bay FC and free streaming platform Victory have announced a partnership through...
23/03/2026
Gemini AI models will surface hidden context around pitches, matchups, rare stat...
23/03/2026
Behind The Mic provides a roundup of recent news regarding on-air talent, includ...
23/03/2026
Growing from broadcast engineer to strategic planner, this Ithaca College grad h...
23/03/2026
16 Science-Focused Nonfiction Projects Selected for Funding
LOS ANGELES, CA, March 23, 2026 - The nonprofit Sundance Institute and Sandbox Films announced toda...
23/03/2026
It's been 20 years since Miley Cyrus introduced the world to Hannah Montana,...
23/03/2026
Made entirely from real natural recordings
Aimed at sound designers and editors working in film, TV and game audio, the latest release from BOOM Library com...
23/03/2026
Transcribe sheets, tabs or MIDI from audio files
Klang.io have announced the launch of a new AI-powered software tool that's capable of detecting multip...
23/03/2026
An auxiliary target has been affixed to the Interim Cryogenic Propulsion Stage f...
23/03/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
23/03/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
23/03/2026
Pro8mm, the Super 8 experts, provided cameras, Super 8 movie film, and scanning services for Bruno Mars' Risk It All music video. The debut single from Br...
23/03/2026
Matthews, introduces their first aluminum grid clamp collection, engineered for the rigging needs of film, television and live production. Combining light weigh...
23/03/2026
Monday 23 March 2026
Hacks, the multi-Emmy -winning Sky Exclusive comedy, retur...
23/03/2026
Back to All News
Too Hot to Handle: Italy Reignites for a Second Season With th...
23/03/2026
Autonomous agents mark a new inflection point in AI. Systems are no longer limited to generating responses or reasoning through tasks. They can take action: Age...
23/03/2026
RT is sad today to learn of the death of legendary RT Sport broadcaster Michael Lyster, who died this morning aged 71 years.
Kevin Bakhurst, Director-General...
23/03/2026
RT Documentary On One has scooped its first ever dedicated music award. At the 2026 Icelandic Music Awards, composer lfur Eldj rn won Release of the Year in t...
23/03/2026
Inside Sport, Liveline, Morning Ireland and 2FM DRIVE will all be in Prague to bring fans to the heart of the action
Every Moment, Every GenerationRT | FIFA W...
22/03/2026
Free updates now available
VSL have just released some free updates that add some existing features to a selection of libraries in their expansive Synchron ...
22/03/2026
Back to All News
Live-Action Sins of Kujo' Premieres April 2: Main Trailer and Key Art Debut
Entertainment
22 March 2026
GlobalJapan
Link copied to cl...
21/03/2026
Presented to War Child UK's HELP(2) project
The MPG (Music Producers Guild) have announced the launch of the MPG Impact Award, a brand-new honour that w...
21/03/2026
Microtuning support for Arabic, Persian & Turkish scales
The latest release from Best Service brings together a selection of string, wind and percussion ins...
21/03/2026
New campaign from NAATI and SBS CulturalConnect highlights how we all deserve t...
21/03/2026
Statement regarding Rhoda Roberts AO
21 March, 2026
Media releases
SBS is deeply saddened by the passing of Widjabul Wia-bal woman from the Bundjalung Na...
21/03/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
21/03/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
21/03/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
21/03/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
21/03/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
21/03/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
21/03/2026
Cine Gear Connect NY, presented by Universal Production Services, is filling in the slate for a full day of panels, peers, learning the latest, and mixing it up...
21/03/2026
Studio Technologies Debuts New StudioComm System at NAB 2026
Brie Clayton March 20, 2026
0 Comments
StudioComm Model 794 Central Controller and Model ...
21/03/2026
Restoration Christian Fellowship Captures Worship Music Videos with PYXIS 12K
Brie Clayton March 20, 2026
0 Comments
PYXIS' open gate provides cre...
20/03/2026
Net Insight will introduce a JPEG XS solution for full IP environments at NAB Sh...
20/03/2026
LTN has expanded its technology partnership with Harmonic ahead of the FCC's...
20/03/2026
Solid State Logic will preview SSL Live V6.2 at NAB Show, booth C6907. The softw...
20/03/2026
FUJIFILM North America Corporation's Optical Devices Division has announced ...