Sony Digital Rapids 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

21/04/2019

ITV unveils latest brand film - TELEVISION

Published: Sat 20 Apr 2019 Video of TELEVISION | ITV ITV unveils the latest film in its More Than TV brand advertising campaign, TELEVISION', which foll...

21/04/2019

Mamelodi Sundowns: Pitso defends Mweene after horrendous error

Mamelodi Sundowns goalkeeper Kennedy Mweene was spared blushes as his side hit back immediately after conceding a soft goal against Baroka, and coach Pitso Mosi...

21/04/2019

PSL: Fixtures, kick-off times, results and latest log 23-24 April

The PSL is back in full swing this coming week, kicking off with a host of midweek fixtures. Orlando Pirates remain on top of the league standings, but the gap...

21/04/2019

Weed growing guide: Cannabis indoors vs outdoors

Knowing the difference between an indoor grow and an outdoor grow can allow you to make an informed decision on how you would like to cultivate cannabis. And,...

21/04/2019

Warren Gatland set for Lions helm ahead of SA tour

Wales head coach Warren Gatland will lead the British and Irish Lions for the third time when they travel to South Africa in 2021, The Sunday Telegraph reports....

21/04/2019

Black Box Earns Top 2019 NAB Show Honors for Its Emerald Unified KVM Platform

Black Box Earns Top 2019 NAB Show Honors for Its Emerald Unified KVM Platform posted: 20/04/2019 Equipped With Innovative Software-Based Remote App, KVM Pla...

21/04/2019

Media Can Recover from its Missteps

Media Can Recover from its Missteps posted: 20/04/2019 by Andy Marken Howw nice of you to join us tonight and add COLOR to these monochromatic proceedi...

21/04/2019

Lotto and Lotto Plus results for Saturday, 20 April 2019

Are you ready for the Lotto and Lotto Plus draw on Saturday, 20 April? It's yet another chance to find out whether or not you're South Africa's late...

21/04/2019

Nedbank Cup semifinal results: Chiefs win thriller to book a place in final

Kaizer Chiefs will meet first-division outfit TS Galaxy in the Nedbank Cup final after beating Chippa United in a six-goal thriller at Port Elizabeth on Saturda...

20/04/2019

Stream the Songs That Motivate TIME's Most Influential People of 2019

Released today, the 2019 TIME 100-the magazine's list of the world's most influential people-features plenty of names you'll recognize instantly. An...

20/04/2019

PreSonus Weekend Rundown

It's been a busy week. Let's rehash the important stuff you may have missed. This is a fun one going on with our friends at Splice. Mix Nobody's ...

20/04/2019

Netflix: Animated kids movies available in South Africa [April 2019]

While Netflix doesn't officially report on how many subscribers it has in South Africa, estimates range from around 150 000 to over 300 000. Because one acc...

20/04/2019

Sundowns edge out 10-man Baroka to heat up title race

Mamelodi Sundowns remain in the hunt for the league title after beating Baroka 2-1 in the weekend's only PSL fixture, which took place at the Old Peter Moka...

20/04/2019

Trippin' With Skhumba: In conversation with Celeste Ntuli

Throughout the season, Skhumba and his friends travelled all over the country, visiting famous comedians' hometowns so we can learn more about our favourite...

20/04/2019

Canal Walk detail Ratanga Family Entertainment Centre

Fans of Cape Town's now defunct theme park Ratanga Junction have received some good news in the form of an announcement by Canal Walk Shopping centre. The ...

20/04/2019

Orlando Pirates should win the league even if Sundowns aren't docked points

Mamelodi Sundowns manager Pitso Mosimane appears to have conceded the title race to Orlando Pirates whom he feels are favourites to claim the title now. Pirate...

20/04/2019

ClayPaky Launches The First Beam Moving Light With A Laser Source At Prolight+Sound2019, Along With Several Other New Products

ClayPaky Launches The First Beam Moving Light With A Laser Source At Prolight So...

20/04/2019

Caves du Manoir upgrades with DiGiCo SD12

Caves du Manoir upgrades with DiGiCo SD12 posted: 19/04/2019 For 40 years, the Caves du Manoir in Martigny, Valais (Switzerland) have been used for cultural...

20/04/2019

Primetime Ratings: Big Bang' Paces CBS to Win

CBS got the top spot in Thursday ratings, with The Big Bang Theory leading to a 1.1 in viewers 18-49, per the Nielsen overnights, and a 5 share. In second was A...

20/04/2019

Natalie Morales Exiting Access

Just weeks after long-time Access executive producer Rob Silverstein was transitioned off of the entertainment magazine, co-host Natalie Morales also is departi...

20/04/2019

Weigel's WCIU Takes Over Chicago CW Affiliation in September

WCIU Chicago will become the CW affiliate in DMA No. 3 starting September 1. The station is owned by Weigel Broadcasting. The current CW affiliate in Chicago i...

20/04/2019

Powerball and Powerball Plus results Friday, 19 April 2019

It's Friday night and that can only mean one thing; cash dollar bills (not really) are ready to be won in the Powerball draw. Powerball and Powerball Plus ...

20/04/2019

Two Oceans Marathon: Live stream, start time results, route and more

The 2019 Two Oceans Marathon has had quite a few disruptions before the gun has even gone off. The route of the ultra event had to be changed due to the threat ...

20/04/2019

Weather forecast, alerts and UVB index for all South African provinces, 20 April 2019

Weather data provided by the South African Weather Service. For a detailed forec...

20/04/2019

3D Storm receives NAB2019 Top EMEA Distributor Award from NewTek

3D Storm receives NAB2019 Top EMEA Distributor Award from NewTek posted: 19/04/2019 At NAB 2019 show 3D Storm received an award as Top EMEA Distributor for ...

20/04/2019

Content We Loved This Week: April 19

in the wild Apr 19, 2019 All around the world, content creators are inspiring us. You know how much we love it! View this post on Instagram A post shared...

19/04/2019

7 Artists and Creators to Stream During Arab Heritage Month-and Year Round

April marks Arab Heritage Month in the U.S. To celebrate, we're featuring Arab American artists, comedians, and actors in our key Yalla Araby playlist. We k...

19/04/2019

2019 NAB Awards Roundup: Grass Valley, Panasonic, Ross Video, Quantum, and More Take Home Show Honors

2019 NAB Awards Roundup: Grass Valley, Panasonic, Ross Video, Quantum, and More ...

19/04/2019

Behind the Mic: ABC, ESPN Deploy Full Armada of On-Site Talent for Next Week's 2019 NFL Draft in Nashville

Behind the Mic: ABC, ESPN Deploy Full Armada of On-Site Talent for Next Week'...

19/04/2019

NAB 2019 Reflections: SportZcast's Mike Connell Envisions Vast Expansion Into New Sports Ventures

NAB 2019 Reflections: SportZcast's Mike Connell Envisions Vast Expansion Int...

19/04/2019

NAB 2019 Reflections: EVS's Sebastien Verlaine, Nicolas Bourdon Lay Out IP, Virtualized Future

NAB 2019 Reflections: EVS's Sebastien Verlaine, Nicolas Bourdon Lay Out IP, ...

19/04/2019

NAB Reflections: Panasonic's Mike Bergeron on 8K ROI and the Smart Studio

NAB Reflections: Panasonic's Mike Bergeron on 8K ROI and the Smart Studio Automated production and AR technology are also part of the studio design By Ken ...

19/04/2019

Sportradar, SportsGrid To Launch Free, 24-Hour Sports-Betting Network

Sportradar, SportsGrid To Launch Free, 24-Hour Sports-Betting Network By Jason Dachman, Chief Editor Friday, April 19, 2019 - 10:10 am Print This Story St...

19/04/2019

NAB 2019 Reflections: ChyronHego CEO Marco Lopez on the Importance of Sports-Venue, Esports Business

NAB 2019 Reflections: ChyronHego CEO Marco Lopez on the Importance of Sports-Ven...

19/04/2019

NAB 2019 Reflections: Object Matrix's Jonathan Morgan on the Power of Object-Based Storage for M&E

NAB 2019 Reflections: Object Matrix's Jonathan Morgan on the Power of Object...

19/04/2019

NAB 2019 in Review: The Major Trends and Surprises From the Big Broadcast Show in the Desert

NAB 2019 in Review: The Major Trends and Surprises From the Big Broadcast Show i...

19/04/2019

ZAYAN BAYAR BIL KEPERLUAN PEMINAT

ZAYAN BAYAR BIL KEPERLUAN PEMINAT Date Released:19 Apr 2019 Share Tweet Masalah pembayaran bil memberi tekanan dan membebankan anda? Sertai ZAYAN BAYAR u...

19/04/2019

IP-BASED SWITCHING SYSTEM OFFERS SUPERIOR OPPORTUNITIES - CHRISTIAN GOBBEL

Even though Internet Protocol (IP)-based systems are still in a phase where standards need to evolve and necessary features need to be consolidated, the opportu...

19/04/2019

Interra Systems Expands Dolby Partnership, Adding Support for Dolby Vision to BATON QC Platform

BCA Events 2012. Events 2013. BCA Events 2013 Interra Systems Expands D...

19/04/2019

Friday Tips: The Center Stage Reverb

If you've ever played a large venue like a sports arena, you know that reverb is a completely different animal than what the audience hears. You hear your i...

19/04/2019

NFVF Cycle 1 Funding Applications is Open

19 April, 2019 - 08:03 The National Film and Video Foundation, an agency of the Department of Arts and Culture is pleased to announce that the call for Cycl...

19/04/2019

Hellocomputer signs as Agency on Record' for A+E Networks Africa

19 April, 2019 - 08:03 Hellocomputer Johannesburg has successfully pitched for and signed as the agency on record for A E Networks Africa, the global media ...

19/04/2019

Adlib adds sonic magic to O2 Academy Glasgow with Academy Music Group

Adlib adds sonic magic to O2 Academy Glasgow with Academy Music Group posted: 19/04/2019 Adlib's installation team has delivered another excellent tou...

19/04/2019

4Wall Invests in Kinesys

4Wall Invests in Kinesys posted: 19/04/2019 Leading North American Lighting and Video rental specialist 4Wall Entertainment has invested in new Kinesys au...

19/04/2019

Complete workflow solutions from Datavideo at NAB 2019

Complete workflow solutions from Datavideo at NAB 2019 posted: 19/04/2019 The HS-3200: This feature rich machine has 12 inputs who are all accepting a mix...

19/04/2019

Super Rugby highlights: Sunwolves 23-29 Hurricanes

NOTE: Additional reporting by AFP, Super Rugby Highlights appear courtesy of SANZAAR. New Zealand's Hurricanes recovered their puff after a shaky start Fri...

19/04/2019

Philippines Easter: Devotees nailed to crosses, submit to flogging [pictures]

Please note that this article contains graphic images which might upset sensitive viewers. Eight men and a woman were nailed to crosses while hundreds of baref...

19/04/2019

Fox Orders Another Season of Last Man Standing'

Photo courtesy of ABC Fox has renewed the comedy Last Man Standing for 2019-2020. Tim Allen stars in the show. Next season will be Last Man's second on Fox...