21ST CENTURY FOX ANNOUNCES COMPLETION OF DISTRIBUTION IN CONNECTION WITH DISNEY ACQUISITION
19/03/2019
The Walt Disney Company's ( Disney ) acquisition of 21CF will become effective at 12:02 a.m. Eastern Time tomorrow, March 20, 2019.
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 risk that the anticipated tax treatment of the transaction is not obtained, (ii) an increase or decrease in the anticipated transaction taxes (including due to any changes to tax legislation and its impact on tax rates (and the timing of the effectiveness of any such changes)) to be paid in connection with the separation prior to the closing of the transactions could cause an adjustment to the number of shares of TWDC Holdco 613 Corp. ( New Disney ), a new holding company that will become a parent of both Disney and 21CF, and the cash amount to be paid to holders of 21CF's common stock, (iii) potential litigation relating to the proposed transaction that could be instituted against 21CF, Disney or their respective directors, (iv) potential adverse reactions or changes to business relationships resulting from the completion of the transactions, (v) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (vi) negative effects of the consummation of the transaction on the market price of 21CF's common stock, Disney's common stock and/or New Disney's common stock, (vii) risks relating to the value of the New Disney shares to be issued in the transaction and uncertainty as to the long-term value of New Disney's common stock, (viii) the potential impact of unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of New Disney's operations after the consummation of the transaction and on the other conditions to the completion of the Acquisition, (ix) the risks and costs associated with, and the ability of New Disney to, integrate the businesses successfully and to achieve anticipated synergies, (x) the risk that disruptions from the proposed transaction will harm 21CF's or Disney's business, including current plans and operations, (xi) the ability of 21CF or Disney to retain and hire key personnel, (xii) adverse legal and regulatory developments or determinations or adverse changes in, or interpretations of, U.S., Australian or other foreign laws, rules or regulations, including tax laws, rules and regulations, that could delay or prevent completion of the proposed transactions or cause the terms of the proposed transactions to be modified, (xiii) as well as management's response to any of the aforementioned factors.
These risks, as well as other risks associated with the proposed transactions, are more fully discussed in the updated joint proxy statement/prospectus included in the registration statement on Form S-4 of New Disney that was filed in connection with the transaction. While the list of factors presented here and in the updated joint proxy statement/prospectus included in the Form S-4 are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial
LINK: | https://www.21cf.com/news/21st-century-fox/2019/21st-century-fox-annou... |
See more stories from foxinternational |
More from Fox International
12/04/2024
Fox Corporation Earns 2024 VETS Indexes 4 Star Employer Award
Fox Corporation Earns 2024 VETS Indexes 4 Star Employer Award New York, NY and Los Angeles, CA - April 12, 2024 - Fox Corporation (Nasdaq: FOXA, FOX) ( FOX o...
11/04/2024
Fox Corporation Executives to Discuss Third Quarter Fiscal 2024 Financial Results Via Webcast
Fox Corporation Executives to Discuss Third Quarter Fiscal 2024 Financial Result...
09/04/2024
FOX Sports Scores 31 Sports Emmy Nominations
FOX Sports Scores 31 Sports Emmy Nominations 30th Season of NFL on FOX Recognized with Six Nominations Network's Major League Baseball Coverage Earns Four...
03/04/2024
FOX Unveils Evolved AdRise Platform to Power OneFOX Audience Network
FOX Unveils Evolved AdRise Platform to Power OneFOX Audience Network New York, NY and Los Angeles, CA - April 3, 2024 - Fox Corporation ( FOX or the Company...
02/04/2024
John Brauer Named Senior Vice President of Insights and Media Measurement for FOX Television Stations
John Brauer Named Senior Vice President of Insights and Media Measurement for FO...
15/03/2024
Pete Distad Named CEO of New Sports Streaming Service
Pete Distad Named CEO of New Sports Streaming Service Former Apple and Hulu Executive to Lead Joint Venture from ESPN, FOX and Warner Bros. Discovery March 15...
04/03/2024
FOX Gets Pumped for Summer and Goes Balls to the Wall with New and Returning Unscripted Series
FOX Gets Pumped for Summer and Goes Balls to the Wall with New and Returning Uns...
04/03/2024
Fox Corporation Chief Operating Officer John Nallen to Participate in Upcoming Deutsche Bank's 32nd Annual Media, Internet & Telecom Conference
Fox Corporation Chief Operating Officer John Nallen to Participate in Upcoming D...
14/02/2024
FOX To Host 2024 Upfront Event Monday, May 13
FOX To Host 2024 Upfront Event Monday, May 13 New York, NY - Fox Corporation (Nasdaq: FOXA, FOX; FOX or the Company ) announced today its live, in-person 2...
12/02/2024
FOX Entertainment Global Names Senior Content Sales Team
FOX Entertainment Global Names Senior Content Sales Team Simona Argenti Named Senior Vice President, Content Sales, Europe, Middle East and Africa; Nathalie W...
07/02/2024
Fox Corporation Reports Second Quarter Fiscal 2024 Financial Results
Fox Corporation Reports Second Quarter Fiscal 2024 Financial Results NEW YORK, NY, February 7, 2024 - Fox Corporation (Nasdaq: FOXA, FOX; FOX or the Compan...
06/02/2024
ESPN, FOX and Warner Bros. Discovery Forming Joint Venture to Launch Streaming Sports Service in the U.S.
ESPN, FOX and Warner Bros. Discovery Forming Joint Venture to Launch Streaming S...
24/01/2024
Fox Corporation Executives to Discuss Second Quarter Fiscal 2024 Financial Results Via Webcast
Fox Corporation Executives to Discuss Second Quarter Fiscal 2024 Financial Resul...
22/01/2024
Fox Corporation Names Jeff Collins President of Advertising Sales, Marianne Gambelli to Retire
Fox Corporation Names Jeff Collins President of Advertising Sales, Marianne Gamb...
17/01/2024
Sinclair and FOX Reach Agreement to Renew All FOX Affiliations Nationwide
Sinclair and FOX Reach Agreement to Renew All FOX Affiliations Nationwide BALTIMORE, January 17, 2024 Sinclair, Inc. (Nasdaq: SBGI) ( Sinclair ) and FOX Cor...
07/01/2024
Curt Menefee Expands Role at FOX to Co-Host of FOX's Good Day New York
Curt Menefee Expands Role at FOX to Co-Host of FOX's Good Day New York Menefee to Continue Co-Hosting Award-Winning FOX NFL Pregame Show Watch: Menefee...
13/12/2023
FOX News Media Announces Executive Promotions
FOX News Media Announces Executive Promotions Jason Klarman Elevated to Chief Digital and Marketing Officer Lauren Petterson Takes on New Role as President o...
27/11/2023
Fox Corporation Chief Financial Officer Steve Tomsic to Participate in Upcoming UBS Global Media & Communications Conference
Fox Corporation Chief Financial Officer Steve Tomsic to Participate in Upcoming ...
21/11/2023
Fox Corporation Names Rachel Berk Senior Vice President of Distribution, Platform Partnerships
Fox Corporation Names Rachel Berk Senior Vice President of Distribution, Platfor...
13/11/2023
Tubi Partners with the Black List on The To Be Commissioned Initiative
Tubi Partners with the Black List on The To Be Commissioned Initiative Tubi Will Select Five Genre Focused Screenplays Intended to Be Developed, Produced an...
13/11/2023
Fox Corporation Earns 2024 Military Friendly Employer Designation
Fox Corporation Earns 2024 Military Friendly Employer Designation New York, NY and Los Angeles, CA - Nov. 13, 2023 - Fox Corporation (Nasdaq: FOXA, FOX) ( FO...
08/11/2023
Fox Corporation Names Adam Ciongoli Chief Legal and Policy Officer
Fox Corporation Names Adam Ciongoli Chief Legal and Policy Officer New York, NY and Los Angeles, CA - November 8, 2023 - Lachlan Murdoch, Executive Chair and ...
02/11/2023
Fox Corporation Reports First Quarter Fiscal 2024 Financial Results
Fox Corporation Reports First Quarter Fiscal 2024 Financial Results NEW YORK, NY, November 2, 2023 - Fox Corporation (Nasdaq: FOXA, FOX; FOX or the Company...
12/10/2023
Fox Corporation Executives to Discuss First Quarter Fiscal 2024 Financial Results Via Webcast
Fox Corporation Executives to Discuss First Quarter Fiscal 2024 Financial Result...
26/09/2023
Find Your Next Obsession with Tubi's New GPT-4 Powered Content Discovery Feature
Find Your Next Obsession with Tubi's New GPT-4 Powered Content Discovery Fea...
22/09/2023
Tony Abbott AC and Peggy Johnson Nominated to the Board of Directors of Fox Corporation
Tony Abbott AC and Peggy Johnson Nominated to the Board of Directors of Fox Corp...
21/09/2023
K. Rupert Murdoch to be Appointed Chairman Emeritus of Fox Corporation and News Corp
K. Rupert Murdoch to be Appointed Chairman Emeritus of Fox Corporation and News ...
07/09/2023
Fox Corporation Chief Financial Officer Steve Tomsic to Participate in Upcoming BofA Securities 2023 Media, Communications & Entertainment Conference
Fox Corporation Chief Financial Officer Steve Tomsic to Participate in Upcoming ...
06/09/2023
Tubi Surpasses 74 Million Monthly Active Users
Tubi Surpasses 74 Million Monthly Active Users Hits 1.4% of Total TV Viewing Time as The Most Watched Free Ad-Supported TV Streaming Service in the U.S. World...
05/09/2023
Nexstar Media and Fox Corporation Renew and Extend Multi-Year Affiliation Agreement
Nexstar Media and Fox Corporation Renew and Extend Multi-Year Affiliation Agreem...
15/08/2023
Fox Television Stations Announces Newly-Restructured Advertising Sales Division
FOX Television Stations Announces Newly-Restructured Advertising Sales Division Patrick Paolini to Lead Streamlined Group Combining Local, National and Digita...
08/08/2023
Fox Corporation Reports Fourth Quarter and Full Year Fiscal 2023 Financial Results
Fox Corporation Reports Fourth Quarter and Full Year Fiscal 2023 Financial Resul...
31/07/2023
Flutter Entertainment plc and Fox Corporation Announce Close of FOX Bet
Flutter Entertainment plc and Fox Corporation Announce Close of FOX Bet Los Angeles, CA and New York, NY - July 31, 2023 - Flutter Entertainment plc ( Flutter...
25/07/2023
Fox Corporation Names David Espinosa President of Distribution
Fox Corporation Names David Espinosa President of Distribution New York, NY and Los Angeles, CA - July 25, 2023 - John Nallen, Chief Operating Officer of Fox ...
25/07/2023
Fox Corporation Executives to Discuss Fourth Quarter and Full Year Fiscal 2023 Financial Results Via Webcast
Fox Corporation Executives to Discuss Fourth Quarter and Full Year Fiscal 2023 F...
17/07/2023
Anjali Sud To Lead Tubi As New CEO
Anjali Sud To Lead Tubi As New CEO Sud Joins as Tubi Becomes the Most Watched Free TV and Movie Streaming Service in the U.S. SAN FRANCISCO, July 17, 2023 - ...
11/07/2023
FOX Announces All Original Fall 2023 Slate with All-New Animated and Unscripted Series
FOX Announces All Original Fall 2023 Slate with All-New Animated and Unscripted ...
11/07/2023
Fox Corporation Recognized as Best Places to Work for Disability Inclusion by the Disability Equality Index for Fourth Consecutive Year
Fox Corporation Recognized as Best Places to Work for Disability Inclusion by ...
10/07/2023
FOX Sports' FIFA Women's World Cup Australia & New Zealand 2023 Studios on Campbells Cove in Sydney
FOX Sports' FIFA Women's World Cup Australia & New Zealand 2023 Studios...
05/07/2023
Stars Align for FOX Sports' Exclusive Presentation of 93rd MLB All-Star Game
Stars Align for FOX Sports' Exclusive Presentation of 93rd MLB All-Star Game FOX MLB Pregame Show Anchored by Powerhouse Lineup Including Alex Rodriguez, ...
23/06/2023
Tubi Wins Five Cannes Lions Awards for Its Interface Interruption' Super Bowl Spot
Tubi Wins Five Cannes Lions Awards for Its Interface Interruption' Super Bo...
20/06/2023
FOX Sports' Mike Mulvihill Named President, Insights & Analytics
FOX Sports' Mike Mulvihill Named President, Insights & Analytics Mulvihill to Lead Centralized Insights & Analytics Team Across FOX Sports, FOX Entertainm...
09/06/2023
FOX Sports Unveils FIFA Women's World Cup Australia & New Zealand 2023 Commercial Featuring Stars of the U.S. Women's National Team
FOX Sports Unveils FIFA Women's World Cup Australia & New Zealand 2023 Comm...
05/06/2023
FOX Sports Broadcasters Enter Starting Gate for Inaugural Belmont Stakes Coverage
FOX Sports Broadcasters Enter Starting Gate for Inaugural Belmont Stakes Coverag...
31/05/2023
FOX College Football Starts Saturdays Strong
FOX College Football Starts Saturdays Strong Schedule Highlights Include Elite Big Ten Matchups - Michigan at Penn State, Ohio State at Michigan and More NFL...
25/05/2023
Jesse Collins Entertainment to Produce 75th Emmy Awards, Airing Monday, September 18, Live On FOX
Jesse Collins Entertainment to Produce 75th Emmy Awards, Airing Monday, Septe...
18/05/2023
Legendary Tom Durkin Returns to Call the Belmont Stakes On FOX
Legendary Tom Durkin Returns to Call the Belmont Stakes On FOX NEW YORK - Today, FOX Sports announced the return of horse racing legend Tom Durkin to the boot...
15/05/2023
FOX Entertainment Announces 2023-24 Program Slate With 6 New Series Orders, 5 Second Season Renewals And 13 Additional Series Returns
FOX Entertainment Announces 2023-24 Program Slate With 6 New Series Orders, 5 Se...