DISNEY AND 21ST CENTURY FOX ANNOUNCE PER SHARE VALUE IN CONNECTION WITH $71 BILLION ACQUISITION

Acquisition of 21st Century Fox will become effective at 12:02 a.m. Eastern Time tomorrow, March 20, 2019

Unprecedented collection of high-quality creative content, stellar talent and cutting-edge technologies will enable Disney to accelerate its direct-to-consumer strategy and expand its global presence

BURBANK, Calif. and NEW YORK, New York, March 19, 2019 - The Walt Disney Company (NYSE:DIS) and Twenty-First Century Fox, Inc. ( 21CF ) (NASDAQ: TFCFA, TFCF), in connection with Disney's acquisition of 21CF (the Acquisition ), announced today that the per share value of the Merger Consideration (as defined below) has been calculated in accordance with the Merger Agreement (as defined below) to be $51.572626 (the Per Share Value ). The Acquisition will become effective at 12:02 a.m. Eastern Time tomorrow, March 20, 2019.

At the effective time of the Acquisition, each share of 21CF common stock will be exchanged for $51.572626 in cash (the Cash Consideration ) or 0.4517 shares of common stock of TWDC Holdco 613 Corp., the holding company that will own both Disney and 21CF following the Acquisition ( New Disney ) (the Stock Consideration , and together with the Cash Consideration, the Merger Consideration ), subject to election, proration and adjustment procedures set forth in the Amended and Restated Agreement and Plan of Merger (the Merger Agreement ), dated as of June 20, 2018, by and among 21CF, Disney, New Disney, and certain of Disney's other subsidiaries. The number of shares of New Disney common stock comprising the Stock Consideration was determined by dividing the Per Share Value by $114.1801, which was the volume weighted average trading price of a share of Disney common stock on the New York Stock Exchange over the fifteen consecutive trading day period ending on (and including) March 15, 2019.

This is an extraordinary and historic moment for us-one that will create significant long-term value for our company and our shareholders, said Robert A. Iger, Chairman and Chief Executive Officer, The Walt Disney Company. Combining Disney's and 21st Century Fox's wealth of creative content and proven talent creates the preeminent global entertainment company, well positioned to lead in an incredibly dynamic and transformative era.

The acquisition of 21st Century Fox's iconic collection of businesses and franchises will allow Disney to provide more appealing high-quality content and entertainment options to meet growing consumer demand; increase its international footprint; and expand its direct-to-consumer offerings, which include ESPN+ for sports fans, the highly-anticipated Disney+ streaming video-on-demand service launching in late 2019; and Disney and 21st Century Fox's combined ownership stake in Hulu.

The acquisition includes 21st Century Fox's renowned film production businesses, including Twentieth Century Fox, Fox Searchlight Pictures, Fox 2000 Pictures, Fox Family and Fox Animation; Fox's television creative units, Twentieth Century Fox Television, FX Productions and Fox21; FX Networks; National Geographic Partners; Fox Networks Group International; Star India; and Fox's interests in Hulu, Tata Sky and Endemol Shine Group. Disney and 21st Century Fox entered into a consent decree with the U.S. Department of Justice last year under which Disney will divest 21st Century Fox's Regional Sports Networks.

Earlier today, 21st Century Fox completed the spin-off of a portfolio of 21st Century Fox's news, sports and broadcast businesses, including the FOX News Channel, FOX Business Network, FOX Broadcasting Company, FOX Sports, FOX Television Stations Group, and sports cable networks FS1, FS2, Fox Deportes and Big Ten Network, and certain other assets and liabilities, into Fox Corporation.

Disney is also acquiring approximately $19.8 billion of cash and assuming approximately $19.2 billion of debt of 21st Century Fox in the acquisition. The acquisition price implies a total equity value of approximately $71 billion and a total transaction value of approximately $71 billion.

The acquisition is expected to be accretive to Disney earnings per share before the impact of purchase accounting for the second fiscal year after the close of the transaction, and to yield at least $2 billion in cost synergies by 2021 from operating efficiencies realized through the combination of businesses.

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, enabling, to be, 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, the anticipated benefits thereof and the structure of Disney's business following closing. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions th

LINK:	https://www.21cf.com/news/21st-century-fox/2019/disney-and-21st-centur...
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