Comcast makes big bid for 21st Century Fox

*Autbot_Benz* · 06-13-2018, 02:37 PM

After weeks of signaling it would do so, Comcast is making a play at 21st Century Fox’s TV and film assets. Hoping to derail Disney’s pending, stock-based $52.4 billion deal with Fox, Comcast is stepping in with a higher, all-cash offer for $35 per share, which totals approximately $65 billion. The move is likely to trigger an intense battle between Comcast and Disney as 21st Century Fox and the Murdoch empire weigh which is the better option. Fox’s board of directors is scheduled to vote on the Disney deal on July 10th.

"Time is of the essence for your consideration of our proposal,” Comcast CEO Brian Roberts wrote in a letter to Fox’s board. Comcast has filed a statement with the SEC in opposition to the Disney/21st Century Fox merger.

Comcast had reportedly been waiting to see whether AT&T’s acquisition of Time Warner would be approved — despite a high-profile attempt by the Justice Department to block it over antitrust concerns — before formally making its offer for the bulk of 21st Century Fox’s entertainment assets. A judge ruled in AT&T’s favor on June 12th without requiring it or Time Warner to divest any of their holdings. That certainly had to have made Comcast’s executives and legal team feel much better about their prospects of success. Comcast CEO Brian Roberts was reportedly tuned into CNBC at the company’s headquarters to see the outcome live, according to The New York Times. Comcast says it is “highly confident that our proposed transaction will obtain all necessary regulatory approvals in a timely manner and that our transaction is as or more likely to receive regulatory approval than the Disney transaction.”

Comcast’s bid is for the movie studio 20th Century Fox, 20th Century Fox Television, Fox-owned cable networks (including FX and National Geographic), several regional sports TV networks, and the company’s stakes in international networks Sky and Star TV. It also includes a 30 percent stake in the Hulu streaming service. Just like the Disney deal, Comcast would become a majority owner of Hulu if its proposed acquisition is approved.
"Fox originally turned down Comcast over regulatory concerns, but AT&T’s victory over the Justice Department changes everything"

Fox Broadcasting, Fox News, and Fox Sports are not part of the agreement, and the plan under the Disney deal is for them to be spun off into a company called New Fox. That will also occur if Comcast wins over Fox’s board and becomes the leading suitor. To get in that favorable spot, Comcast is offering the same $2.5 billion reverse breakup fee as Disney in the event that the deal is scuttled by regulators. But it’s going a step further and offering to cover the $1.525 billion that Fox would owe Disney if it decides to abandon their deal.

Roberts and Rupert Murdoch held discussions during the same period that Disney negotiated its offer with 21st Century Fox; Fox’s board chose the Disney path in part because it seemed like a safer bet versus a Comcast bid that could run into hurdles with regulators. AT&T’s victory might lessen that risk in the eyes of Murdoch. Comcast, which already made a colossal deal to acquire NBCUniversal in 2011, would leverage 21st Century Fox’s media businesses and vault of content in a similar manner: they’re hugely valuable resources in Comcast’s competition with Netflix, Amazon Video, and other streaming services that have invested heavily in originally programming.

The letter that Brian Roberts sent to Fox’s board making the bid official follows below:

Dear Rupert, Lachlan and James,

We have long admired what the Murdoch family has built at Twenty-First Century Fox. After our meetings last year, we came away convinced that the 21CF businesses to be sold are highly complementary to ours, and that our company would be the right strategic home for them.

So, we were disappointed when 21CF decided to enter into a transaction with The Walt Disney Company, even though we had offered a meaningfully higher price. We have reviewed the publicly available terms of the proposed Disney transaction, as well as the joint proxy statement/prospectus filed with the SEC describing the reasons for the 21CF Board of Directors’ decision. In light of yesterday’s decision in the AT&T/Time Warner case, the limited time prior to your shareholders’ meeting, and our strong continued interest, we are pleased to present a new, all-cash proposal that fully addresses the Board’s stated concerns with our prior proposal.

Our new proposal offers 21CF shareholders $35.00 per share in cash and 100% of the shares of New Fox after giving effect to its proposed spinoff, providing superior and more certain value as compared to Disney’s all-stock offer. Our proposal represents a premium of approximately 19% to the value of Disney’s offer as of noon today. We are highly confident in our ability to finance the transaction, and our offer includes no financing-related conditions.

We are also highly confident that our proposed transaction will obtain all necessary regulatory approvals in a timely manner and that our transaction is as or more likely to receive regulatory approval than the Disney transaction. Accordingly, we are offering the same regulatory commitments as the ones 21CF has already obtained from Disney, including the same $2.5 billion reverse termination fee agreed to by Disney. To further evidence our commitment, we also are offering to reimburse the $1.525 billion break-up fee to be paid by you to Disney, for a total cost to Comcast of $4.025 billion, in the highly unlikely scenario that our transaction does not close because we fail to obtain all necessary regulatory approvals.

We welcome the opportunity to discuss the regulatory issues presented by each deal. We note that there should not be any meaningful difference in the timing of the U.S. antitrust review between a Comcast and Disney transaction. We have made our HSR filing today, which formally begins our regulatory review at the DOJ. In addition, we have already submitted a large volume of documents and data to the DOJ in connection with its review of the Disney transaction. This information largely overlaps with the information that the DOJ will need to review a Comcast transaction. As a result, our transaction should be reviewable by the DOJ in the same cycle as Disney’s transaction. We similarly expect that our transaction should be reviewable by international regulators in as timely a manner as the Disney transaction, and should be as or more likely to receive international approvals, given our relatively small presence outside the U.S.

Our Board of Directors has unanimously approved this proposal, and no Comcast shareholder vote will be required for this transaction.

Because of your decision to schedule the vote on the Disney merger proposal for July 10, time is of the essence for your consideration of our proposal. We are available to meet at any time to answer questions of the Board, management or your advisors, so that you are in a position to validate the superiority of our offer, and negotiate and enter into a merger agreement, as soon as possible thereafter. Given the very short time frame, today we are filing a preliminary proxy statement with the SEC in opposition to the Disney merger proposal, as we have been advised this is necessary to be in a position to be able to communicate with your shareholders directly regarding the votes they are being asked to cast on July 10. We hope this is precautionary only, as we expect to work together to reach an agreement over the next several days.

I look forward to our discussions and working with you toward completing this exciting transaction for the Fox shareholders.

Very truly yours,

Brian L. Roberts

Disclosure: Comcast is an investor in Vox Media, The Verge’s parent company.

https://www.theverge.com/2018/6/13/1...source=twitter

*NinjaPug* · 06-13-2018, 05:03 PM

This is going to be a lot more interesting now that the AT&T deal with Time Warner was approved.

*ranger_scout* · 06-13-2018, 05:15 PM

Now that this has happened, Fox might have to postpone or adjourn the July 10, 2018 special meeting of stockholders to consider certain proposals related to the Disney Merger Agreement.

https://deadline.com/2018/06/21st-ce...er-1202410056/

*Autbot_Benz* · 06-13-2018, 05:26 PM

https://www.cnbc.com/2018/06/13/disn...l-for-fox.html

Possibility of Disney and Comcast splitting things. I have heard Comcast really wants Sky.

*ranger_scout* · 06-16-2018, 08:20 AM

The 21st Century Fox Board of Directors will reportedly be meeting next Wednesday to consider the bid that Comcast just made.

https://deadline.com/2018/06/fox-boa...id-1202411661/

*NinjaPug* · 06-20-2018, 08:39 AM

Disney upped their bid to $71 billion

https://deadline.com/2018/06/disney-...er-1202414080/

*Powder* · 06-20-2018, 08:41 AM

https://www.bloomberg.com/news/artic...low-to-comcast

It was accepted already earlier today.

*Redeemer* · 06-20-2018, 09:23 AM

I am praying that this merger is denied. Its ridiculous how big these companies are already.

*Autbot_Benz* · 06-20-2018, 10:42 AM

Glad they excepted Disney's offer Marvel Studios Fantastic Four and X-men for the win

*Vegita-San* · 06-20-2018, 10:50 AM

Quote:

Originally Posted by Redeemer

I am praying that this merger is denied. Its ridiculous how big these companies are already.

yeah, i kind of feel the same way.

The simpsons is pretty bad now. can you imagine how bad it'd be under disney or comcast?

Can anyone also tell me how all these phone companies are getting so powerful that they can spend this much money to buy things, if everyone is cutting cords?

*Autbot_Benz* · 06-20-2018, 12:20 PM

Could be a done deal in two weeks with Fox/Disney

https://www.bloomberg.com/news/artic...low-to-comcast

*PApagreg* · 06-20-2018, 12:32 PM

Quote:

Originally Posted by Vegita-San

The simpsons is pretty bad now. can you imagine how bad it'd be under disney or comcast?

Why would the Simpsons quality deteriorate under Comcast or Disney.

*Vegita-San* · 06-20-2018, 12:36 PM

an entire episode devoted to something mickey mouse related....

star wars characters randomly walking across screen....

bart watches an avengers clip...

among a few other reasons.

~~Sumac~~ · 06-20-2018, 01:57 PM

Meaningless.
They would have been bought sooner or later.
At least we might get a good Doctor Doom out of it.

*PApagreg* · 06-20-2018, 02:23 PM

Quote:

Originally Posted by Vegita-San

an entire episode devoted to something mickey mouse related....

star wars characters randomly walking across screen....

bart watches an avengers clip...

among a few other reasons.

So nothing is going to change then.

*sdp* · 06-20-2018, 03:26 PM

These big media companies are getting bigger because they're afraid of competition. Look at how much Netflix is worth when compared to CBS, they feel they need to get bigger to compete with Netflix ironically enough CBS makes more money than Netflix but Netflix is worth many times more on the stock market because investors believe that it's bigger than CBS in the long run.

Of course it's not good to have these giant companies and I'm not sure how exactly they pass anti-trust laws not to mention that distributors like comcast want in on the content game, that will create conflict of interests and no one seems to care about that. As I mentioned on my first post in this thread, people are more excited about F4 on the MCU than the real consequences which won't be good.

Quote:

Originally Posted by PApagreg

Why would the Simpsons quality deteriorate under Comcast or Disney.

For me it's more of a we were hoping Season 30 would be the last one and it seemed like it would but counting it's one of the most profitable properties Fox has that Disney won't let it die with season 30 and will milk it.

If there are any changes to the Simpsons with Comcast or Disney would likely be for the better but I'd rather let the Simpsons die.

~~Sumac~~ · 06-20-2018, 03:37 PM

Quote:

Originally Posted by sdp

Of course it's not good to have these giant companies and I'm not sure how exactly they pass anti-trust laws not to mention that distributors like comcast want in on the content game, that will create conflict of interests and no one seems to care about that. As I mentioned on my first post in this thread, people are more excited about F4 on the MCU than the real consequences which won't be good.

They will do it anyway, one way or the other. Might as well take the best from inevitable.

*ranger_scout* · 06-21-2018, 10:08 AM

Wall Street is predicting that Comcast will be making a counter bid.

https://deadline.com/2018/06/wall-st...ox-1202414596/

*sdp* · 06-21-2018, 10:16 AM

Of course Comcast isn't going to let it go so easily, telecommunication companies want in on the content game. It's hard to see who is the lesser evil in this case.

~~AquaParade~~ · 06-21-2018, 06:33 PM

Fascinating to watch. Since I haven't done the true and proper research to see which would likely be the less of two evils, I am left to go off of my instincts as a fan of Marvel and general disdain for Comcast as an internet provider.

Go Disney.

06-13-2018, 02:37 PM	#1
Autbot_Benz Hellblazer Join Date: Jun 2014 Location: Ventura California Posts: 8,274	Comcast makes big bid for 21st Century Fox After weeks of signaling it would do so, Comcast is making a play at 21st Century Fox’s TV and film assets. Hoping to derail Disney’s pending, stock-based $52.4 billion deal with Fox, Comcast is stepping in with a higher, all-cash offer for $35 per share, which totals approximately $65 billion. The move is likely to trigger an intense battle between Comcast and Disney as 21st Century Fox and the Murdoch empire weigh which is the better option. Fox’s board of directors is scheduled to vote on the Disney deal on July 10th. "Time is of the essence for your consideration of our proposal,” Comcast CEO Brian Roberts wrote in a letter to Fox’s board. Comcast has filed a statement with the SEC in opposition to the Disney/21st Century Fox merger. Comcast had reportedly been waiting to see whether AT&T’s acquisition of Time Warner would be approved — despite a high-profile attempt by the Justice Department to block it over antitrust concerns — before formally making its offer for the bulk of 21st Century Fox’s entertainment assets. A judge ruled in AT&T’s favor on June 12th without requiring it or Time Warner to divest any of their holdings. That certainly had to have made Comcast’s executives and legal team feel much better about their prospects of success. Comcast CEO Brian Roberts was reportedly tuned into CNBC at the company’s headquarters to see the outcome live, according to The New York Times. Comcast says it is “highly confident that our proposed transaction will obtain all necessary regulatory approvals in a timely manner and that our transaction is as or more likely to receive regulatory approval than the Disney transaction.” Comcast’s bid is for the movie studio 20th Century Fox, 20th Century Fox Television, Fox-owned cable networks (including FX and National Geographic), several regional sports TV networks, and the company’s stakes in international networks Sky and Star TV. It also includes a 30 percent stake in the Hulu streaming service. Just like the Disney deal, Comcast would become a majority owner of Hulu if its proposed acquisition is approved. "Fox originally turned down Comcast over regulatory concerns, but AT&T’s victory over the Justice Department changes everything" Fox Broadcasting, Fox News, and Fox Sports are not part of the agreement, and the plan under the Disney deal is for them to be spun off into a company called New Fox. That will also occur if Comcast wins over Fox’s board and becomes the leading suitor. To get in that favorable spot, Comcast is offering the same $2.5 billion reverse breakup fee as Disney in the event that the deal is scuttled by regulators. But it’s going a step further and offering to cover the $1.525 billion that Fox would owe Disney if it decides to abandon their deal. Roberts and Rupert Murdoch held discussions during the same period that Disney negotiated its offer with 21st Century Fox; Fox’s board chose the Disney path in part because it seemed like a safer bet versus a Comcast bid that could run into hurdles with regulators. AT&T’s victory might lessen that risk in the eyes of Murdoch. Comcast, which already made a colossal deal to acquire NBCUniversal in 2011, would leverage 21st Century Fox’s media businesses and vault of content in a similar manner: they’re hugely valuable resources in Comcast’s competition with Netflix, Amazon Video, and other streaming services that have invested heavily in originally programming. The letter that Brian Roberts sent to Fox’s board making the bid official follows below: Dear Rupert, Lachlan and James, We have long admired what the Murdoch family has built at Twenty-First Century Fox. After our meetings last year, we came away convinced that the 21CF businesses to be sold are highly complementary to ours, and that our company would be the right strategic home for them. So, we were disappointed when 21CF decided to enter into a transaction with The Walt Disney Company, even though we had offered a meaningfully higher price. We have reviewed the publicly available terms of the proposed Disney transaction, as well as the joint proxy statement/prospectus filed with the SEC describing the reasons for the 21CF Board of Directors’ decision. In light of yesterday’s decision in the AT&T/Time Warner case, the limited time prior to your shareholders’ meeting, and our strong continued interest, we are pleased to present a new, all-cash proposal that fully addresses the Board’s stated concerns with our prior proposal. Our new proposal offers 21CF shareholders $35.00 per share in cash and 100% of the shares of New Fox after giving effect to its proposed spinoff, providing superior and more certain value as compared to Disney’s all-stock offer. Our proposal represents a premium of approximately 19% to the value of Disney’s offer as of noon today. We are highly confident in our ability to finance the transaction, and our offer includes no financing-related conditions. We are also highly confident that our proposed transaction will obtain all necessary regulatory approvals in a timely manner and that our transaction is as or more likely to receive regulatory approval than the Disney transaction. Accordingly, we are offering the same regulatory commitments as the ones 21CF has already obtained from Disney, including the same $2.5 billion reverse termination fee agreed to by Disney. To further evidence our commitment, we also are offering to reimburse the $1.525 billion break-up fee to be paid by you to Disney, for a total cost to Comcast of $4.025 billion, in the highly unlikely scenario that our transaction does not close because we fail to obtain all necessary regulatory approvals. We welcome the opportunity to discuss the regulatory issues presented by each deal. We note that there should not be any meaningful difference in the timing of the U.S. antitrust review between a Comcast and Disney transaction. We have made our HSR filing today, which formally begins our regulatory review at the DOJ. In addition, we have already submitted a large volume of documents and data to the DOJ in connection with its review of the Disney transaction. This information largely overlaps with the information that the DOJ will need to review a Comcast transaction. As a result, our transaction should be reviewable by the DOJ in the same cycle as Disney’s transaction. We similarly expect that our transaction should be reviewable by international regulators in as timely a manner as the Disney transaction, and should be as or more likely to receive international approvals, given our relatively small presence outside the U.S. Our Board of Directors has unanimously approved this proposal, and no Comcast shareholder vote will be required for this transaction. Because of your decision to schedule the vote on the Disney merger proposal for July 10, time is of the essence for your consideration of our proposal. We are available to meet at any time to answer questions of the Board, management or your advisors, so that you are in a position to validate the superiority of our offer, and negotiate and enter into a merger agreement, as soon as possible thereafter. Given the very short time frame, today we are filing a preliminary proxy statement with the SEC in opposition to the Disney merger proposal, as we have been advised this is necessary to be in a position to be able to communicate with your shareholders directly regarding the votes they are being asked to cast on July 10. We hope this is precautionary only, as we expect to work together to reach an agreement over the next several days. I look forward to our discussions and working with you toward completing this exciting transaction for the Fox shareholders. Very truly yours, Brian L. Roberts Disclosure: Comcast is an investor in Vox Media, The Verge’s parent company. https://www.theverge.com/2018/6/13/1...source=twitter __________________ I respect what FW cartoon did for the turtles franchise but it is the most overrated and hard to watch of the 3 turtles cartoons.

06-13-2018, 05:26 PM	#4
Autbot_Benz Hellblazer Join Date: Jun 2014 Location: Ventura California Posts: 8,274	https://www.cnbc.com/2018/06/13/disn...l-for-fox.html Possibility of Disney and Comcast splitting things. I have heard Comcast really wants Sky. __________________ I respect what FW cartoon did for the turtles franchise but it is the most overrated and hard to watch of the 3 turtles cartoons.

06-20-2018, 08:41 AM	#7
Powder So tired of this place Join Date: Mar 2009 Location: Shell Ri La Posts: 26,803	https://www.bloomberg.com/news/artic...low-to-comcast It was accepted already earlier today. __________________ I'm convinced that none of you have ever experienced joy

06-20-2018, 09:23 AM	#8
Redeemer Technodrome Technician Join Date: Sep 2009 Location: third earth Posts: 4,737	I am praying that this merger is denied. Its ridiculous how big these companies are already. __________________ GT:Reedeamer *THE TECHNODROME REDESIGN 2015* http://forums.thetechnodrome.com/showthread.php?t=51594

06-20-2018, 10:42 AM	#9
Autbot_Benz Hellblazer Join Date: Jun 2014 Location: Ventura California Posts: 8,274	Glad they excepted Disney's offer Marvel Studios Fantastic Four and X-men for the win __________________ I respect what FW cartoon did for the turtles franchise but it is the most overrated and hard to watch of the 3 turtles cartoons.

06-13-2018, 05:03 PM	#2
NinjaPug Foot Elite Join Date: Mar 2012 Posts: 4,388	This is going to be a lot more interesting now that the AT&T deal with Time Warner was approved.

06-13-2018, 05:15 PM	#3
ranger_scout Foot Elite Join Date: May 2014 Location: Texas Posts: 3,054	Now that this has happened, Fox might have to postpone or adjourn the July 10, 2018 special meeting of stockholders to consider certain proposals related to the Disney Merger Agreement. https://deadline.com/2018/06/21st-ce...er-1202410056/

06-16-2018, 08:20 AM	#5
ranger_scout Foot Elite Join Date: May 2014 Location: Texas Posts: 3,054	The 21st Century Fox Board of Directors will reportedly be meeting next Wednesday to consider the bid that Comcast just made. https://deadline.com/2018/06/fox-boa...id-1202411661/

06-20-2018, 08:39 AM	#6
NinjaPug Foot Elite Join Date: Mar 2012 Posts: 4,388	Disney upped their bid to $71 billion https://deadline.com/2018/06/disney-...er-1202414080/

06-20-2018, 12:20 PM	#11
Autbot_Benz Hellblazer Join Date: Jun 2014 Location: Ventura California Posts: 8,274	Could be a done deal in two weeks with Fox/Disney https://www.bloomberg.com/news/artic...low-to-comcast __________________ I respect what FW cartoon did for the turtles franchise but it is the most overrated and hard to watch of the 3 turtles cartoons.

06-20-2018, 12:36 PM	#13
Vegita-San Emperor Join Date: Feb 2002 Posts: 5,915	an entire episode devoted to something mickey mouse related.... star wars characters randomly walking across screen.... bart watches an avengers clip... among a few other reasons. __________________ 'Wrong, April. We've Been upgraded to Women hating TROLLS' ?The force is not female, the force is not male, the force is for everyone?

06-20-2018, 01:57 PM	#14
~~Sumac~~ Banned Join Date: Mar 2012 Posts: 6,129	Meaningless. They would have been bought sooner or later. At least we might get a good Doctor Doom out of it.

06-21-2018, 10:08 AM	#18
ranger_scout Foot Elite Join Date: May 2014 Location: Texas Posts: 3,054	Wall Street is predicting that Comcast will be making a counter bid. https://deadline.com/2018/06/wall-st...ox-1202414596/

06-21-2018, 10:16 AM	#19
sdp Megan Fox = April Join Date: Feb 2005 Location: Tokio, Italy Posts: 9,999	Of course Comcast isn't going to let it go so easily, telecommunication companies want in on the content game. It's hard to see who is the lesser evil in this case. __________________ *Bye* *TMNT !!! I'm unaliving tonight* Click to join The Drome Discord server

06-21-2018, 06:33 PM	#20
~~AquaParade~~ Banned Join Date: Aug 2005 Posts: 8,450	Fascinating to watch. Since I haven't done the true and proper research to see which would likely be the less of two evils, I am left to go off of my instincts as a fan of Marvel and general disdain for Comcast as an internet provider. Go Disney.

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