21st Century Fox was an American media company based in New York City, which was formed after News Corporation's assets were split up, with the entertainment assets becoming part of 21st Century Fox. It shut down after the company sold its TV and Movie divisions to the Walt Disney Company while the rest (including Fox Broadcasting Company, News and Sports) became part of the Fox Corporation.
Merger with the Walt Disney Company
In November 2017, 21st Century Fox reportedly offered its filmed entertainment assets up for sale, with Comcast, Verizon, Sony, and the Walt Disney Company engaged in a bidding war. By December, only Comcast and Disney remained in talks with Fox, with Comcast dropping their bid on December 11.
On May 7, 2018, shares of Fox rose 5.1% when a report was released that Comcast was in talks with investment banks and firms in order to obtain bridge-financing for an all-cash bid, reportedly worth $60 billion, that threatened the Disney-Fox deal.
On May 29, it was reported that Disney was looking into making its own all-cash counter-offer for Fox assets in the event that Comcast went through with their offer. The next day, Disney and Fox announced that they have set their shareholder vote meetings for July 10, though both companies have stated that Fox's meeting could be postponed if Comcast came through with their offer.
On June 12, AT&T was given approval by District Judge Richard J. Leon to acquire Time Warner, easing concerns Comcast had regarding whether government regulators would block their bid for Fox. Consequently, the next day, Comcast mounted a bid of $65 billion for the 21st Century Fox assets that were set to be acquired by Disney.
On June 18, it was reported that Disney will add to its already existing $52 billion claim to contest Comcast's proposed counteroffer for the Fox assets.
On June 20, Disney and Fox announced that they had amended their previous merger agreement, upping Disney's offer to $71.3 billion (a 10% premium over Comcast's $65 billion offer), while also offering shareholders the option of receiving cash instead of stock.
On June 21, Murdoch said in response to Disney's higher offer: "We are extremely proud of the businesses we have built at 21st Century Fox, and firmly believe that this combination with Disney will unlock even more value for shareholders as the new Disney continues to set the pace at a dynamic time for our industry." That still does not prevent other companies from making a bid, as the deal needed to be voted on by shareholders. Iger explained the reasoning behind the bid: "Direct-to-consumer distribution has actually become an even more compelling proposition in the six months since we announced the deal. There has just been not only a tremendous amount of development in that space, but clearly the consumer is voting—loudly."
On July 9, a Fox shareholder filed a lawsuit to stop the acquisition from Disney citing the absence of financial projections for Hulu. On the same day, CNBC reported that Comcast was looking for companies that could take over Fox's Regional Sports Networks. This would make easier Comcast's legislative problems regarding the takeover of Fox assets, preparing to make a new all cash counter-offer before July 27, 2018.
On July 12, the Department of Justice (DOJ) filed a notice of appeal with the D.C. Circuit to reverse the District Court's approval for AT&T's acquisition of Time Warner (now WarnerMedia). Although analysts say that the chances of a DOJ win are small, they say it is the "final nail in the coffin for Comcast's Fox chase. This is a clear gift to Disney." On the next day, CEO of AT&T Randall Stephenson gave an interview with CNBC, about Comcast's bid for Fox: "It probably can't help it. You're in a situation where two entities are bidding for an asset, and this kind of action can obviously influence the outcome of those actions."
On July 13, Disney received the support of the Institutional Shareholder Services and Glass Lewis, the two most prominent proxy adviser firms in the world. Fox shareholders were recommended by the advisers as means to provide for Disney's future.
On July 16, CNBC reported that Comcast is unlikely to continue its bidding war to acquire Fox from Disney in favor of Sky.
On July 19, Comcast officially announced that it was dropping its bid on the Fox assets in order to focus on their bid for Sky. The CEO of Comcast, Brian L. Roberts, said "I'd like to congratulate Bob Iger and the team at Disney and commend the Murdoch family and Fox for creating such a desirable and respected company."
On July 27, Disney and Fox shareholders approved Disney's purchase of Fox's entertainment assets. The acquisition's completions should be in the first half of 2019. On the same day, Bloomberg News reported that out of all 15 nations yet to approve the deal, China could become the biggest threat to the merger since the trade war with the USA resulted in the merger between Qualcomm and NXP not being realized.
On October 5, Disney announced the commencement of exchange offers and consent solicitations for 21st Century Fox.
On October 8, Disney announced that 21st Century Fox's top television executives would join the company, including Peter Rice, Gary Knell, John Landgraf, and Dana Walden. Rice will serve as Chairman of Walt Disney Television and co-chair of Disney Media Networks, succeeding Ben Sherwood while Walden is to be named Chairman of Disney Television Studios and ABC Entertainment.
On October 10, it was reported that the new, post-merger organizational structure of "New Fox" would be implemented by January 1, 2019, ahead of the closure of the Disney sale (which is still expected to occur during the first half of 2019).
On October 15, Disney offered a list of concessions to the European Commission, which extended the review deadline to November 6.
On November 6, the sale was cleared by the European Commission, pursuant to the divestment of certain factual television networks in Europe owned by the Disney/Hearst joint venture A&E Networks, including Blaze, Crime & Investigation, History, H2, and Lifetime. Disney will continue to be a 50 percent owner of A&E in areas outside of the European Economic Area.
On November 19, Chinese regulators approved the Disney-Fox deal, without any conditions, with regulatory approval from several countries still remaining.
After obtaining approval from Chinese regulators, Disney reported that it still needed to obtain regulatory approval from several other regulators, though the approvals from the United States, European Union, and China were considered the most important hurdles to clear.
On November 21, Disney expected to get approval from Brazil's antitrust division, the Administrative Council for Economic Defense (CADE), within two weeks. On December 3, CADE stated that the deal would concentrate the market of cable sports channels. CADE recommended remedial measures, and has until March 23, 2019 to issue a decision; the deadline may be extended for 90 days.
On December 13, Disney announced a new organizational structure for its international operations and the individuals who would join the company, including Rebecca Campbell, Jan Koeoppen, Diego Lerner and Uday Shankar. Shankar who currently serves as Chairman and President Fox Networks Group Asia and Star India will lead Disney's Asian operations and will become the new Chairman of Disney India.
By December 14, the merger was subjected to regulation in Mexico, where Disney/Fox would account for 27.8% of content distribution across all genres. Sports broadcasting was Mexico's main concern.
On January 3, 2019, Bloomberg reported that Brazil's Administrative Council for Economic Defense (CADE) is expected to approve the media-asset deal without pressing for any property sales. CADE is expecting to see a proposal from the two companies that includes behavioral changes after some back-and-forth meetings in December. Concerns centered on the sports impact from the combination of ESPN and Fox Sports. According to the report, CADE is aware that other services compete in sports broadcasting. A ruling could come as soon as January 30, when regulators come back from year-end recess.
On January 7, 21st Century Fox filed a registration statement with the U.S. Securities and Exchange Commission to create Fox Corporation, the company to be spun off in connection with the Walt Disney Company's acquisition of most of its film and television assets. "New" Fox will include the company's branded news, sports and entertainment assets: Fox News Channel, Fox Business Network, Fox Broadcasting Company, Fox Sports, Fox Television Stations Group, and sports cable networks FS1, FS2, Fox Deportes and Big Ten Network.
On January 11, Fox Corporation said in a securities filing that it has no plans to bid on the Fox regional sports networks that Disney is selling to get approval for the assets to be acquired from 21st Century Fox. The deal between Disney and Fox is expected to close between February and March. However, on January 30, in a SEC filing by Disney, it was reported that the deal is expected to close by June.
On January 31, Mexico's Federal Commission of Economic Competition (COFECE) approved the Disney-Fox deal after Disney agreed to sell its stake in Walt Disney Studios Sony Pictures Releasing de México, a Mexican film distributor, to Sony Pictures Motion Picture Group.
On February 12, Bob Iger met with Brazil's antitrust regulator CADE to discuss the Disney-Fox deal. However a decision on the deal still could not be reached. CADE has until March 17th to make a decision. If the deal is not discussed at CADE's February 27th meeting then an extension will most likely be given extending the review a further 90 days. Regulators are split on whether the deal can be approved without the need for Disney to sell either Fox Sports or ESPN. However, on February 20, Bloomberg confirmed that CADE will make its ruling on the Disney-Fox deal on February 27, 2019.
On February 21, Bloomberg reported that Disney will divest Fox Sports in Brazil and Mexico to get approval in these countries. The two countries are among the last major hurdles for the Disney-Fox deal.
On February 27, Brazil's antitrust agency CADE approved the merger with conditions requiring Disney to divest Fox Sports Brazil among other measures. The regulator said that they coordinated with regulators in Mexico and Chile in evaluating the transaction. Brazil's approval clears one of the final hurdles, allowing the deal to be completed as early as March.
On March 4, The Walt Disney Company tweaked Robert Iger's compensation package he would receive upon closing the Disney-Fox deal, removing $13.5 million in potential salary and incentive awards available for the chief executive after the company closes its acquisition of 21st Century Fox Inc. assets.
On March 5, Disney announced that Craig Hunegs would lead the combined TV operations at Disney Television Studios once the Disney-Fox deal closes. Hunegs will be president of the division, with oversight of all operations, including ABC Studios, ABC Signature, 20th Century Fox Television and Fox 21 TV studios. He'll report to Dana Walden, currently chairman/CEO of Fox Television Group who will be chairman of Disney Television Studios and ABC Entertainment.
On March 7, Bob Iger stated at an annual meeting that the Disney–Fox deal would be ready to close 'soon', and that following the acquisition, 20th Century Fox would still keep its name alongside Fox Searchlight, and the FX Networks.
On March 11, Mexico's telecom regulator, Federal Telecommunications Institute (IFT) approved the deal under the condition that Disney and Fox agree to sell Fox Sports in the country. They also had to keep the National Geographic brand separate from its A&E channels. This cleared the last major holdout on the deal.
On March 12, Disney announced that it has set to close the Fox deal on March 20, 2019.
On March 19, Fox Corporation officially became a standalone, publicly traded company, separate from 21st Century Fox, making Fox Corporation the owner of the assets that were not acquired by Disney. The announcement also included appointment of the board of directors. Also on March 19, 2019, 21st Century Fox officially completed distribution of shares ahead of the completion of the Disney deal on March 20.
On March 21, it was reported that Disney would shut down the Fox 2000 Pictures studio on October 4, 2019, following the release of The Woman in the Window. On the same day it was reported that up to 4,000 people could lose their jobs as Disney commenced layoffs following the merger.
On April 3, Debmar-Mercury, the television syndication arm of Lionsgate announced that will end its national ad sales partnership with 20th Television, and they will transfer their national ad sales for their first-run and off-network shows by the company to CBS Television Distribution Media Sales. However, Tyler Perry's Meet the Browns will continue to be handled by Disney for ad sales even after CTD takes over the national ad sales for the company's shows.
On April 15, Hulu acquired AT&T's 9.5 stake in Hulu for $1.43 billion, with Disney and NBC Universal co-owning the share.
On April 24, Disney announced that it had canceled a number of upcoming Fox films such as Mouse Guard, News of the World (whose rights were then picked up by Universal Pictures), and an adaptation of Angie Thomas' On the Come Up (whose rights were then moved to Paramount Players), and that some projects, such as the Kingsman prequel The Great Game, Fear Street, and Steven Spielberg's remake of West Side Story, were still in production. Sinclair Broadcast Group agreed on April 26 to acquire Fox Sports Networks (excluding the YES Network, being sold separately to Yankee Global Enterprises) from Disney for $10 billion.
On May 7, Disney announced a revised release schedule for several Disney and Fox films. Among the changes, several films (Artemis Fowl, Ad Astra, Spies in Disguise, The New Mutants, and Call of the Wild), were moved to later release dates. All the Fox Marvel movies previously scheduled for release after 2019 were removed from the schedule. Avatar 2 was rescheduled from 2020 to a 2021 Christmas release, after which the Avatar sequels will be released every other Christmas holiday release, alternating with the Star Wars sequels through 2027.
On May 14, Disney announced it had assumed control of Hulu as part of a put/call agreement with Comcast and its 30% stake in the service. Comcast will continue to license NBCUniversal content and live carriage of NBCUniversal channels until late 2024 and their stake in Hulu could be sold to Disney as early as January of that year. In addition, both companies will fund Hulu's purchase of AT&T's 9.5% stake in Hulu.
On July 3, Fox Stage Productions was moved into Disney Theatrical Group as Buena Vista Theatrical division with all top executives leaving at that time. On August 1, Disney announced that the Fox Research Library will be folded into the Walt Disney Archives and Disney Imagineering Archives by January 2020.
On August 7, Disney announced that they would overhaul Fox film projects in development except Avatar, Planet of the Apes and Kingsman sequels due to Dark Phoenix causing a third-quarter loss. A new reduced slate of about 10 films per year fully overseen by Disney will now be the main focus, with 20th Century Fox making half of the movies for Hulu and Disney+. Fox properties such as Home Alone, Night at the Museum, and Diary of the Wimpy Kid have been assigned for Disney+ release and assigned to Fox Family.
On October 22, the Banijay Group announced its intent to acquire Endemol Shine Group from Disney and Apollo Global Management for $2.2 billion. Disney and Apollo agreed to sell Endemol to Banjay on October 26, 2019, pending antitrust approval from regulators.
On October 24, Vulture reported that Disney was placing all of Fox's older films into the Disney Vault, with several theaters and film programmers reporting that Fox's back catalogue was no longer available to them.
On January 17, 2020, Variety reported that Disney dropped the word "Fox" from "20th Century Fox" and "Fox Searchlight Pictures" branding, instead rebranding it as "20th Century Studios" and "Searchlight Pictures" respectively to avoid brand confusion with the Fox Corporation.
On January 22, 2020, Disney announced it had sold off a majority of FoxNext's assets, including FoxNext Studios Los Angeles, Cold Iron Studios, Aftershock development studios and FoxNext's original IP's, to mobile game developer Scopely. On January 24, 2020, Disney announced they would shutter Fogbank Entertainment.
On January 31, 2020, Disney eliminated the role of Hulu CEO, as part of fully integrating Hulu with Disney's business model. Under the new structure, top Hulu executives would report directly to DTCI and Walt Disney Television leads.
On March 17, 2020 the Wall Street Journal reported that Disney is looking to sell TrueX due to lack of investment after being label a noncore asset.
On May 6, 2020 Brazil's antitrust agency CADE approved the merger between Fox Sports Brazil and ESPN Brasil with conditions requiring Disney to keep Fox Sports Brazil until January 1, 2022 and the broadcast rights would be shared between them until 2022, structure, headquarters and employees would be transferred to ESPN Brasil in 2022.
On August 10, 2020, Disney announced a reorganization and rebranding of its television studios, with 20th Century Fox Television being subsumed by 20th Television, and Fox 21 Television Studios being rebranded as Touchstone Television (reviving a name dropped in 2007 by what then became ABC Studios — which itself was renamed ABC Signature).
On September 28, 2020, Disney announced that it had sold TrueX to Gimbal, Inc.
Subsidiaries of 21CF acquired by Disney in the deal
- 20th Century Fox - on January 17, 2020 became 20th Century Studios
- Fox Family
- 20th Century Fox Animation - on January 28, 2020 became 20th Century Animation
- Fox Searchlight Pictures - on January 17, 2020 became Searchlight Pictures
- Fox 2000 Pictures - to be dissolved
- Fox Studios Australia
- Fox Stage Productions - on July 3, 2019 became Buena Vista Theatrical division within Disney Theatrical Group
- Boom! Studios (minority stake)
- 20th Century Fox Home Entertainment - became 20th Century Studios Home Entertainment
- 20th Century Fox Television - on August 10, 2020 became 20th Television
- Fox Networks Group
- FX Networks
- FX Productions
- Fox Networks Group Latin America
- Fox Networks Group Europe
- Fox Networks Group Africa
- Fox Networks Group Asia Pacific
- FX Productions
- FX Networks
- National Geographic Partners (73%)
- Star India
- Hulu (30%)
- Tata Sky (30%)
- DraftKings (minority investment)
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