
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
Most recent headlines
04/09/2025
Monumental Sports & Entertainment (MSE), in collaboration with Dalet, has been a...
01/05/2025
WASHINGTON The Corporation for Public Broadcasting has filed a lawsuit to stop the Trump administration from firing three of its board members, claiming the pre...
01/05/2025
HONG KONG Riedel Communications today said it has opened a new office in Hong Kong, enhancing its presence in the Asia-Pacific region....
01/05/2025
MUMBAI, India & BALTIMORE In a development that could advance efforts to bring NextGen TV to cellphones, FreeStream Technologies, Lava International and HMD hav...
01/05/2025
01 05 2025 - Media release Screen Australia empowers 100 distinctive Australian narratives
All The Boys Are Here writer/director Goran Stolevski and It s All...
01/05/2025
How PFX Delivered 750 VFX Shots in Just Four Months For Anthony Hopkins Thriller...
01/05/2025
Careline's New Wave Makeup Commercial Shot With URSA Cine 12K LF
Brie Clayton May 1, 2025
0 Comments
CAD Studios relies on large format, full fram...
01/05/2025
RT Investigates reveals details of Christian Brothers who were senior leaders a...
01/05/2025
RT Statement
The Enterprise Resource Planning (ERP) project is one of the projects that was funded from the proceeds of RT 's land sale in 2017, the init...
01/05/2025
Watch our promo: RT Supporting the Arts | What's on
This May, RT is delighted to support Bealtaine Festival, Fastnet Film Festival, and Dublin Dance Fest...
01/05/2025
For Nicolas Simon, advancing the field of robotics is a personal mission that could change his siblings' lives.
Two-thirds of Simon's family members us...
30/04/2025
Film elements held at the Deluxe warehouse in March of 2015. Photo by Luis Silva...
30/04/2025
EA SPORTS FC 25 fans in Australia and Saudi Arabia, get ready to immerse yourselves in the beautiful game like never before. Spotify is excited to announce a n...
30/04/2025
The past year has been nothing short of a whirlwind for Tucker Wetmore. After th...
30/04/2025
Mexico's love for podcasts is no longer a trend-it's a lifestyle. With m...
30/04/2025
Slam poet Huda the Goddess wins 2025 Les Murray Award
30 April, 2025
Media releases
Australia for UNHCR and SBS are proud to announce that Huda Fadlelmawla...
30/04/2025
SBS, NITV and NIDA partner to empower the next generation of screen creatives
30 April, 2025
Media releases
SBS, National Indigenous Television (NITV) and ...
30/04/2025
By Joyce JC Cataldo
The media and entertainment industry is evolving faster than ever. Technology is shifting the way we create, distribute, and experience c...
30/04/2025
An image of Valencia, Spain, in the OneAtlas Living Library...
30/04/2025
NEWPORT BEACH, Calif. WPSD-TV, the NBC affiliate in Paducah, Ky., has selected Bitcentral's Central Control playout system to upgrade the station's mast...
30/04/2025
AMSTERDAM Zero Density, a global provider of virtual studio productions and on-air graphics, has appointed Baris Zavaroglu as its new CEO. Zavaroglu succeeds Of...
30/04/2025
The Avit Group, a forward-thinking audio-visual technology company, is bringing over 50 years of combined experience in delivering audio-visual design and insta...
30/04/2025
NXTGENbps will be showcasing its latest sustainable battery power solutions at this year's Media Production & Technology Show (MPTS), appearing alongside pa...
30/04/2025
Van Dyke skates and operates on Shoresy | photo by Dave Ferguson
Toronto-based Cinematographer Brett Van Dyke (Heartland, Jann, Carter) stepped into the rink...
30/04/2025
Leading provider of media playout solutions PlayBox Neo will exhibit a vast array of significant upgrades to its range of smart media innovations at CABSAT from...
30/04/2025
ITV Studios is renowned for its award-winning productions, including the reality TV phenomenon I'm a Celebrity Get Me Out of Here! Produced by Lifted Ente...
30/04/2025
The UK's presence at this year's CABSAT brings together 20 innovative companies under the GREAT Britain and Northern Ireland banner. From advanced infra...
30/04/2025
Lightware continues to strengthen its Environmental, Social, and Governance (ESG) initiatives by fostering diversity, inclusion, and community engagement within...
30/04/2025
LiveU is demonstrating for the first time in the UK, its revolutionary technological breakthrough in IP-video transport, LiveU IQ (LIQ ) and bringing its expand...
30/04/2025
Stand: A40
Calrec has been putting sound in the picture for more than six decades and is still pushing the boundaries of audio broadcasting with a full range o...
30/04/2025
Buckinghamshire New University (BNU) has opened its new virtual production studio, designed and integrated by CJP Broadcast. The installation equips students wi...
30/04/2025
Independent news producer in India focuses on delivering stories
nxtedition has supplied a complete newsroom system to Collective Newsroom, based in New Delhi,...
30/04/2025
Connecting the present, building the future
FOR-A, a cutting-edge video broadcast technology company backed by more than 50 years experience, will showcase it...
30/04/2025
DAD by NTP Technology reports a successful NAB Show in Las Vegas where the company focused on upcoming expansion options in development for its Thunder | Core a...
30/04/2025
CVP and Canon UK & Ireland are proud to announce the winning projects from the third annual Stories in Motion Young Filmmakers Awards, which took place on the e...
30/04/2025
Leading video software provider, Synamedia, today announced that beIN MEDIA GROUP ( beIN'), one of the foremost global sports and entertainment broadcasters...
30/04/2025
The Canadian Premier League (CPL) today launched a new-look website and app, offering supporters of Canada's men's domestic professional soccer league a...
30/04/2025
WASHINGTON In a wide-ranging press conference, Federal Communications Commission Chair Brendan Carr had both good and bad news for broadcasters, stressing that ...
30/04/2025
TORONTO Cignal TV is relying on Quickplay's Shorts tool for its recently launched Pilipinas Live Shorts service, available to millions of users of Pilipinas...
30/04/2025
NEW YORK Steve Lanzano will retire as president and CEO of the Television Bureau of Advertising at year-end, the group said....
30/04/2025
The news production tech provider nxtedition is reporting that it supplied a complete newsroom system to Collective Newsroom, an independent news producer based...
30/04/2025
NEW YORK As part of a major push to advance the role that artificial intelligence (AI) plays in the advertising industry, the Interactive Advertising Bureau has...
30/04/2025
Uzbekistan Airways is the latest airline to choose SES's network, while Thai...
30/04/2025
Loaded Uses Blackmagic Design for shroud Subathon Live Streams
Brie Clayton April 29, 2025
0 Comments
Blackmagic Studio Cameras and Micro Studio Camer...
30/04/2025
Help shape the future of video creator tools with MIDiA
Brie Clayton April 29, 2025
0 Comments
After a successful debut in 2024, MIDiA is calling once...
30/04/2025
Tania Le n and Kelli O'Hara to be Honored at Boston Conservatory at Berklee&...
30/04/2025
Andr 3000 and Sara Bareilles to Receive Honorary Doctorates at Berklee College ...
30/04/2025
You've seen the headlines, now it's time to go Behind the Story
RT News has today (Wednesday) launched a brand-new news podcast, Behind the Story, h...
30/04/2025
Damien Molony will head back to Jersey for a second series of Bergerac, written by Toby Whithouse alongside Ashley Sanders, Emilie Robson and Faebian Averies
D...
30/04/2025
Advancing multi-domain EW operations: Rohde & Schwarz unveils latest innovations...