Fox Shareholders Favor Getting Cash Over Stock When Disney Deal Closes

20th Century Fox Disney

Nearly 52% of shareholders in 21st Century Fox, the entity that is about to be acquired by Disney, have expressed a preference to receive cash in exchange for their shares after the Disney-Fox deal closes early Wednesday.

About 37% of shareholders said they would prefer shares in New Disney (as the Fox-ified company is called in official paperwork), while about 12% indicated no preference.

The tallies were reported after yesterday’s deadline for shareholders to submit their choices. The companies said earlier this week that the long-awaited, $71.3 billion combination will become official at 12:02AM ET on Wednesday.

Under the merger agreement, Fox stockholders may elect to receive $38 per share in either cash or shares of New Disney, which includes the two-thirds of 21st Century Fox being acquired (mainly the film and TV studios). The overall compensation is 50% cash and 50% stock, with a “collar” ensuring that shareholders get at least $38 per share in value if the average Disney stock price at closing is between $93.53 and $114.32. Current Fox shareholders will own a pro-forma stake in New Disney that was estimated last summer at between 17% and 20%.

Disney’s stock today gained a fraction of a point to close at $114.96.

The Murdoch family owns 17% of Fox shares, and its members’ decision to pick Disney’s offer over a rival bid from Comcast last summer enabled them to make $2.6 billion more due to tax liabilities associated with the Comcast offer. The Murdochs’ exact stake won’t be finalized until the close, but at current stock price levels — which are remarkably close to where they were when the merger plan was finalized — but they will still be the largest shareholder in the new company.

In the election, votes representing more than 1.8 billion Fox shares were counted, though the announcement of the totals described the results as preliminary and noted that the final election results “may therefore differ materially.”

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