Disney And Fox Shareholders Give Historic Merger Votes Of Approval – Update

UPDATED with official comment from the companies. At special meetings held simultaneously in New York this morning, Disney and 21st Century Fox shareholders overwhelmingly approved the merger first proposed last December.

Disney said 99% of shareholders approved the company’s acquisition of Fox assets, a historic tie-up that will alter the Hollywood landscape. Fox said a majority had approved it, but said the final tally would be stated in an SEC filing at the end of the day. The whole procedure took maybe 10 minutes — an eye blink in the often slow-moving world of media M&A. Both companies have predicted a close sometime in the first half of 2019.

The Fox meeting elicited two shareholder comments, one asking about when shareholders would be compensated (a process that begins 30 days before close) and another saying, and we quote, “I love Rupert Murdoch.” At the Disney meeting, only one investor rose to say he felt that Disney was overpaying for Fox.
At the conclusion of the vote, Disney General Counsel Alan Braverman acknowledged Kevin Mayer, Disney’s former head of strategy and business development, who was heavily involved in the merger. Mayer, now chairman of Disney’s direct-to-consumer and international businesses, received applause from the gathered shareholders.

The pending $71.3 billion deal still has to pass through some regulatory hoops, but one of the most consequential reviews was completed a few weeks ago, when the Department of Justice reached a settlement with Disney. Provided that Fox’s collection of regional sports networks is divested, the antitrust division of the DOJ — the same outfit that continues to target AT&T’s Time Warner merger — said the Disney-Fox deal can proceed.

In a press release confirming the vote, the companies expressed continued optimism about joining forces. The deal will bring Disney the film and TV studio assets, plus cable networks like FX and National Geographic and a 30% stake in Hulu.

“Combining the 21CF businesses with Disney and establishing new ‘Fox’ will unlock significant value for our shareholders,” said Rupert Murdoch, Executive Chairman, 21st Century Fox. “We are grateful to our shareholders for approving this transaction. I want to thank all of our executives and colleagues for their enormous contributions in building 21st Century Fox over the past decades. With their help, we expect the enlarged Disney and new ‘Fox’ companies will be pre-eminent in the entertainment and media industries.”

Added Disney Chairman and CEO Bob Iger, “We’re incredibly pleased that shareholders of both companies have granted approval for us to move forward, and are confident in our ability to create significant long-term value through this acquisition of Fox’s premier assets. We remain grateful to Rupert Murdoch and to the rest of the 21st Century Fox board for entrusting us with the future of these extraordinary businesses, and look forward to welcoming 21st Century Fox’s stellar talent to Disney and ultimately integrating our businesses to provide consumers around the world with more appealing content and entertainment options.”

Under the 50-50 cash-stock deal, Fox shareholders will get $38 per share in either cash or shares of New Disney, a new holding company that will become the parent of both Disney and Fox. The companies noted that the consideration may be subject to adjustment for certain tax liabilities. They also noted that the stock consideration is subject to a collar, which guarantees that 21st Century Fox stockholders will receive consideration equal to $38 in value if the average Disney stock price at closing is between $93.53 and $114.32. Disney expects to pay a total of about $35.7 billion in cash and issue about 343 million New Disney shares to 21st Century Fox stockholders. As a result, current 21st Century Fox stockholders will own a 17% to 20% stake in New Disney on a pro forma basis.

After the matter was considered settled for a good six months, Comcast seized on a favorable ruling by a federal judge clearing the way for AT&T and Time Warner to merge. Although its bid last fall was spurned by Rupert Murdoch and Fox management, Comcast re-entered the fray, raising its offer price 20% higher than the $54 billion Fox and Disney initially settled on last December. In recent days, the company formally acknowledged it had withdrawn from the bidding, opting to focus on trying to take over European pay-TV giant Sky.