Comcast’s Fox Bid Would Carry Less Antitrust Risk Than Disney’s, Comcast-Affiliated Expert Argues

Comcast 21st Century Fox

UPDATED to reflect the link between the expert and Comcast. Contrary to the views of some many analysts, one antitrust expert sees Comcast’s planned all-cash offer for 21st Century Fox as less of a risk than Disney’s pending offer in terms of potential regulatory interference.

The opinion comes from Geoffrey Manne, executive director of the International Center for Law and Economics, a nonprofit, nonpartisan research organization. It can be seen as something of an early preview of how a Comcast bid might be positioned to regulators. The crux of Manne’s point in his report (read it here) is that Comcast-Fox would be a “vertical” merger, combining distribution and content assets. Disney-Fox, he maintains, would be a horizontal blending of content assets.

One caveat to Manne’s rigorous and thorough report is that Comcast has in the past funded his center. (That fact is not prominently disclosed in the center’s public materials. Manne told Deadline that Comcast is one of a wide range of financial supporters of ICLE, and did not commission his report on the merger.)

“On its face, and consistent with the last quarter century of merger enforcement by the DOJ and FTC, the Comcast acquisition would be less likely to trigger antitrust scrutiny, and the Disney acquisition raises more straightforward antitrust issues,” Manne wrote. “This is true even in light of the fact that the DOJ decided to challenge the AT&T-Time Warner merger. The AT&T/TWX merger is a single data point in a long history of successful vertical mergers
that attracted little scrutiny, and no litigation, by antitrust enforcers (although several have been approved subject to consent orders).”

Comcast sent a clear signal yesterday that it is in the “advanced stages” of making an all-cash offer for Fox. Although it didn’t specify a price, word emerged earlier this month that the NBCUniversal parent was seeking financing for an offer in the range of $60 billion — well north of Disney’s pending $52.4 billion, all-stock deal.

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