Disney Acquires Fox TV in Massive Deal

BURBANK (CNS) - The Walt Disney Company announced today it has entered into a definitive agreement to acquire 21st Century Fox -- including the Twentieth Century Fox Film and Television studios, along with cable and international TV businesses -- for $52.4 billion in stock.

Immediately prior to the acquisition , 21st Century Fox will bundle the Fox Broadcasting network and stations, Fox News Channel, Fox Business Network, Fox Sports 1 and Fox Sports channels and Big Ten Network into a newly listed company that will be spun off to its shareholders, Disney and Fox said in a statement.

Under the terms of the agreement, shareholders of 21st Century Fox will receive 0.2745 Disney shares for each 21st Century Fox share they hold, subject to adjustment for certain tax liabilities, it said. The exchange ratio was set based on a 30-day volume weighted average price of Disney stock.

Disney will also assume approximately $13.7 billion of net 21st Century Fox debt.

''The acquisition price implies a total equity value of approximately $52.4 billion and a total transaction value of approximately $66.1 billion,''according to the statement.

Scheduled to become part of Disney are 21st Century Fox's film production businesses, including Twentieth Century Fox, Fox Searchlight Pictures and Fox 2000. With those properties will come ''Avatar,'' ''X-Men,'' ''Fantastic Four'' and ''Deadpool,'' as well as ''The Grand Budapest Hotel,'' ''Hidden Figures,'' ''Gone Girl,'' ''The Shape of Water'' and ''The Martian.''

Disney will also acquire Fox's television units -- Twentieth Century Fox Television, FX Productions and Fox21 -- which will include ''The Americans,'' ''This Is Us,'' ''Modern Family,'' ''The Simpsons'' and ``many more hit TV series.''

Also part of the deal are FX Networks, National Geographic Partners, Fox Sports Regional Networks, Fox Networks Group International, Star India and Fox's interests in Hulu, Sky plc, Tata Sky and Endemol Shine Group, according to the statement.

''The acquisition of this stellar collection of businesses from 21st Century Fox reflects the increasing consumer demand for a rich diversity of entertainment experiences that are more compelling, accessible and convenient than ever before,'' said Robert A. Iger, Disney Chairman and Chief Executive Officer.

''We're honored and grateful that Rupert Murdoch has entrusted us with the future of businesses he spent a lifetime building, and we're excited about this extraordinary opportunity to significantly increase our portfolio of well- loved franchises and branded content to greatly enhance our growing direct-to- consumer offerings.

``The deal will also substantially expand our international reach, allowing us to offer world-class storytelling and innovative distribution platforms to more consumers in key markets around the world.''

Rupert Murdoch, the Executive Chairman of 21st Century Fox, also welcomed the deal.

``We are extremely proud of all that we have built at 21st Century Fox, and I firmly believe that this combination with Disney will unlock even more value for shareholders as the new Disney continues to set the pace in what is an exciting and dynamic industry,'' Murdoch said.

``Furthermore, I'm convinced that this combination, under Bob Iger's leadership, will be one of the greatest companies in the world. I'm grateful and encouraged that Bob has agreed to stay on, and is committed to succeeding with a combined team that is second to none.''

At the request of both 21st Century Fox and the Disney Board of Directors, Iger has agreed to continue as Disney chairman and chief executive officer through the end of calendar year 2021.

A number of Disney employes may lose their jobs as a result of the deal. The acquisition is expected to yield at least $2 billion in cost savings for Disney from efficiencies realized through the combination of businesses, the statement said.

The boards of directors of Disney and 21st Century Fox have approved the transaction, which is subject to shareholder approval by 21st Century Fox and Disney shareholders, clearance under the Hart-Scott-Rodino Antitrust Improvements Act and a number of non-U.S regulations.

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