Fox And Disney Set Shareholder Meetings For Vote On Merger

By Nancy Tartaglione, Dade Hayes

As they look to close their industry-altering deal, 21st Century Fox and the Walt Disney Co. have each set July 10 meetings for their shareholders to vote on Disney’s proposed $52.4B acquisition of Fox assets.

In their separate SEC filings, the companies said their respective boards recommend that stockholders vote in favor of the proposal.

Fox said it could postpone or adjourn the shareholder meeting should Comcast come forward with an offer, which last week the media giant said it was in the “advanced stages” of preparing.

In its announcement, Fox acknowledged Comcast’s May 23 statement in which the NBCUniversal owner confirmed its plan to make a rich counter-offer for the Fox assets that Disney has proposed to acquire. Under the Disney Merger Agreement, Fox said in its statement today, “if any event occurs that 21CF determines, after consultation with outside legal counsel, is reasonably likely to require under applicable law the filing or mailing of any supplemental or amended disclosure, 21CF may postpone or adjourn the special meeting of its stockholders to allow reasonable additional time for the filing, mailing, dissemination and review by its stockholders of any such disclosure prior to the special meeting.”

While Disney and Fox have agreed to a $52.4B deal, Comcast’s counter is believed to be in the $60B range. Disney is offering stock, while Comcast is expected to offer all-cash. The latter entails a capital-gains tax hit that would reach into the billions of dollars, a factor that helped Fox paterfamilias Rupert Murdoch opt not to take Comcast’s previous offer last fall.

Comcast said it had held off on formally making its offer, presumably to allow time for the June 12 ruling in the government’s lawsuit seeking to block the merger of AT&T and Time Warner.

This article was printed from