BURBANK, Calif. and NEW YORK, New York, March 12, 2019 - The Walt Disney Company ( Disney ) (NYSE: DIS) and Twenty-First Century Fox, Inc. ( 21CF ) (NASDAQ: FOXA, FOX), in connection with Disney's acquisition of 21CF (the Acquisition ), announced today that the deadline for holders of 21CF common stock to elect the form of consideration they wish to receive in the Acquisition will be at 5:00 p.m., Eastern Time, on March 14, 2019 (the Election Deadline ). In addition, Disney and 21CF announced that they expect 21CF to distribute, at approximately 8:00 a.m. Eastern Time on March 19, 2019 all issued and outstanding shares of Fox Corporation common stock to 21CF stockholders (other than holders of the shares held by subsidiaries of 21CF) on a pro rata basis and for the Acquisition to become effective at 12:02 a.m. Eastern Time on March 20, 2019.
The Election Form and Letter of Transmittal (the Election Form ) necessary for 21CF stockholders to make an election as to the form of consideration they wish to receive was mailed on December 27, 2018 to holders of record of 21CF common stock as of December 19, 2018.
As further described in the election materials sent to 21CF stockholders to make an election, 21CF stockholders should follow the applicable options available to them, and must properly complete and submit their elections and signed election materials to Computershare Trust Company, N.A., the exchange agent in the Acquisition, by the Election Deadline. 21CF stockholders who are record holders and hold all of their shares of 21CF common stock in electronic, book-entry form can also submit their election instructions online by logging on to the Web Platform at www.electdisney.com. 21CF stockholders who hold their shares through a bank, broker or other nominee should promptly contact their broker, bank or other nominee and follow their instructions as to the procedures for making an election and may be subject to an earlier deadline than the Election Deadline. Any 21CF stockholder who holds shares of 21CF common stock through a broker, bank or other nominee should contact such broker, bank or nominee with any questions.
Each 21CF stockholder may elect to receive, for each share of 21CF common stock he, she or it owns as of the Election Deadline and continues to hold immediately prior to the completion of the Acquisition, and subject to automatic 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 and certain of Disney's subsidiaries, either cash (the Cash Consideration ) or shares of common stock, par value $0.01 per share, of TWDC Holdco 613 Corp. ( New Disney ), the holding company that will own Disney and 21CF following the Acquisition (the Stock Consideration ).
There is no guarantee that any 21CF stockholder will receive the form of consideration he, she or it elects on its Election Form if the Acquisition closes. After the Election Deadline, Disney will calculate the amount of cash and/or shares of New Disney common stock to be distributed to each 21CF stockholder based on all valid elections received and in accordance with the Merger Agreement. Any election made will be subject to the automatic proration and adjustment procedures set forth in the Merger Agreement, which ensure that the aggregate Cash Consideration (before giving effect to adjustment for transaction taxes contemplated by the Merger Agreement) is equal to $35.7 billion. As a result, the form of consideration that each 21CF stockholder elects to receive may be adjusted such that 21CF stockholders may receive, in part, a different form of consideration than the form elected. Any 21CF stockholder not making an election will receive the Cash Consideration, the Stock Consideration or a combination of both, depending on the elections made by other 21CF stockholders according to the allocation procedures specified in the Merger Agreement and described in the joint proxy statement/prospectus, dated June 28, 2018, as supplemented.
If the Election Deadline is rescheduled, 21CF and Disney will publicly announce the rescheduled Election Deadline.
21CF stockholders should carefully read the Joint Proxy Statement/Prospectus, the Merger Agreement, the Election Form and all election materials provided to them before making their elections.
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.
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.
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 Securit
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BURBANK, Calif. and NEW YORK, New York, March 12, 2019 - The Walt Disney Company ( Disney ) (NYSE: DIS) and Twenty-First Century Fox, Inc. ( 21CF ) (NASDAQ: FOXA, FOX), in connection with Disney's acquisition of 21CF (the Acquisition ), announced today that the deadline for holders of 21CF common stock to elect the form of consideration they wish to receive in the Acquisition will be at 5:00 p.m., Eastern Time, on March 14, 2019 (the Election Deadline ). In addition, Disney and 21CF announced that they expect 21CF to distribute, at approximately 8:00 a.m. Eastern Time on March 19, 2019 all issued and outstanding shares of Fox Corporation common stock to 21CF stockholders (other than holders of the shares held by subsidiaries of 21CF) on a pro rata basis and for the Acquisition to become effective at 12:02 a.m. Eastern Time on March 20, 2019.
