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 and News and Sports) became part of the new 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 December 14, 2017, the Walt Disney Company announced that it was acquiring most of Fox's parent company, 21st Century Fox, including the film studio.
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.
- ↑ "The Walt Disney Company To Acquire Twenty-First Century Fox, Inc., After Spinoff Of Certain Businesses, For $52.4 Billion In Stock" (December 14, 2017). Retrieved on December 14, 2017.
- ↑ Smith, Gerry (May 8, 2018). "Fox Jumps on Report That Comcast Is Considering Counterbid to Disney". Retrieved on May 7, 2018.
- ↑ Munson, Ben (May 29, 2018). "Disney rounding up cash to fight off Comcast's rival bid for Fox". Retrieved on May 29, 2018.
- ↑ Tartaglione, Nancy (May 30, 2018). "Fox And Disney Set Shareholder Meetings For Vote On Merger". Retrieved on May 30, 2018.
- ↑ Littleton, Cynthia (June 12, 2018). "Decisive AT&T Victory Sets Stage for Comcast to Challenge Disney for 21st Century Fox Assets". Retrieved on June 21, 2018.
- ↑ Welch, Chris (June 13, 2018). "Comcast makes $65 billion offer to steal 21st Century Fox away from Disney". Retrieved on June 21, 2018.
- ↑ Faber, David (June 18, 2018). "Disney is expected to add cash to its bid for Twenty-First Century Fox assets". Retrieved on June 21, 2018.
- ↑ Turner, Nick (June 20, 2018). "Disney Sweetens Offer for Fox to $71 Billion, Outbidding Comcast". Bloomberg. Retrieved on June 21, 2018.
- ↑ "The Walt Disney Company Signs Amended Acquisition Agreement To Acquire Twenty-First Century Fox, Inc., For $71.3 Billion In Cash And Stock" (June 20, 2018). Retrieved on June 21, 2018.
- ↑ Cheng, Roger (June 20, 2018). "Fox agrees to Disney's new $71.3 billion offer, rejecting Comcast". Retrieved on June 21, 2018.
- ↑ Hayes, Dade (June 20, 2018). "Disney's Bob Iger On Need For Fox Deal: "The Consumer Is Voting — Loudly"". Retrieved on June 21, 2018.
- ↑ "Disney wins US antitrust approval to buy Fox assets" (June 27, 2018). Retrieved on June 28, 2018.
- ↑ Gardner, Eriq (July 9, 2018). "Fox Shareholder Sues to Stop Disney Acquisition". Retrieved on July 9, 2018.
- ↑ Hayes, Dade (July 9, 2018). "Fox Shareholder Lawsuit Targets Alleged Flaws in Disney Deal Prospectus". Retrieved on July 9, 2018.
- ↑ "Comcast lining up buyers for Fox sports assets, sources say" (July 9, 2018). Retrieved on July 9, 2018.
- ↑ Sherman, Alex (July 13, 2018). "The DOJ has a slim chance of blocking the AT&T-Time Warner deal, but even that may be enough for Comcast to throw in the towel on Fox". Retrieved on July 13, 2018.
- ↑ Shapiro, Ariel (July 13, 2018). "DOJ challenge to AT&T-Time Warner deal could affect Disney and Comcast's bidding war for Fox, says AT&T's Stephenson". Retrieved on July 13, 2018.
- ↑ Sakoui, Anousha (July 13, 2018). "Disney's $71 Billion Fox Bid Wins Backing From ISS, Glass Lewis". Retrieved on July 13, 2018.
- ↑ Moyer, Liz (July 16, 2018). "Comcast unlikely to raise Fox bid; focused on Sky: Sources". Retrieved on July 16, 2018.
- ↑ Gartenberg, Chaim (July 19, 2018). "Comcast gives up on buying 21st Century Fox assets and leaves Disney as the winner". Retrieved on July 19, 2018.
- ↑ Ahmed, Nabila (July 25, 2018). "TCI Votes in Favor of Disney's Offer for Fox's Assets". Retrieved on July 25, 2018.
- ↑ Williams, Trey (July 27, 2018). "Fox and Disney Shareholders Vote to Approve $71.3 Billion Merger". Retrieved on July 27, 2018.
- ↑ Ahmed, Nabila (July 27, 2018). "Disney Investors Worry Beijing Could Be Tricky Fox Deal Hurdle". Retrieved on July 28, 2018.
- ↑ Bakish, Robert (August 9, 2018). "Viacom wants to License its TV Ads Targeting Tech to the Entire Industry and its Starting with Fox". Retrieved on August 9, 2018.
- ↑ Malvania, Urvi (August 12, 2018). "Fox-Disney deal: CCI approves takeover of Murdoch's company in India". Retrieved on August 18, 2018.
- ↑ "EU regulators to rule on Disney's $71 billion bid for Fox assets by October 19" (September 17, 2018). Retrieved on September 17, 2018.
- ↑ "The Walt Disney Company Announces Commencement of Exchange Offers and Consent Solicitations for 21st Century Fox America, Inc. Notes" (October 5, 2018). Retrieved on October 6, 2018.
- ↑ Andreeva, Nellie. "Disney Unveils Top TV Executive Structure Post Fox Acquisition: Peter Rice, Dana Walden, John Landgraf, Gary Knell Joining". Retrieved on October 9, 2018.
- ↑ Holloway, Daniel (October 10, 2018). "Fox Will Be Ready to Close Disney Deal Jan. 1, Says Peter Rice (EXCLUSIVE)". Retrieved on October 27, 2018.
- ↑ Mitchell, Robert (October 15, 2018). "Disney Offers Concessions to Secure E.U. Approval of Fox Deal". Retrieved on October 16, 2018.
- ↑ "The Walt Disney Company Announces Additions to Its Studio Entertainment Management Team, Conditional Upon Closing of 21st Century Fox Acquisition" (October 18, 2018). Retrieved on October 19, 2018.
- ↑ Roxborough, Scott (November 6, 2018). "Disney's Fox Deal Gets European Union Clearance Subject to Divestments". Retrieved on November 6, 2018.
- ↑ Salinas, Sara (November 19, 2018). "Disney gets approval from China for its Fox acquisition, sending shares of both companies up". Retrieved on November 19, 2018.
- ↑ Disis, Jill (November 19, 2018). "Disney gets approval from China for Fox purchase". Retrieved on November 20, 2018.
- ↑ Aycock, Jason (November 21, 2018). "MLex: Disney/Fox could get Brazil deal OK in two weeks". Retrieved on November 22, 2018.
- ↑ "Brazil antitrust body raises concerns over Disney-Fox deal" (December 3, 2018). Retrieved on December 3, 2018.
- ↑ Clarke, Stewart (December 13, 2018). "Disney Sets Out International Leadership Team Post-Fox Deal". Retrieved on December 14, 2018.
- ↑ "Strict regulation needed for Disney-Fox Merger in Mexico" (December 14, 2018). Retrieved on December 16, 2018.
- ↑ "Disney and Verizon headed for blackout battle" (December 26, 2018). Retrieved on December 26, 2018.
- ↑ Aycock, Jason (January 3, 2019). "Bloomberg: Brazil expected to OK Fox-Disney deal without divestment". Retrieved on January 3, 2019.
- ↑ Chmielewski, Dawn (January 7, 2019). "21st Century Fox Files Registration Statement With SEC To Form 'New' Fox". Retrieved on January 8, 2019.
- ↑ "21st Century Fox Announces Filing of Registration Statement on Form 10 for Fox Corporation" (January 7, 2019). Retrieved on January 8, 2019.
- ↑ Littleton, Cynthia (January 11, 2019). "Fox Confirms It Won’t Bid on Disney’s Regional Sports Networks". Retrieved on January 11, 2019.
- ↑ Williams, Hannah (January 31, 2019). "Disney Now Expects To Complete Fox Purchase By June". Retrieved on January 31, 2019.
- ↑ "Clarification on Disney/Fox transaction" (February 6, 2019). Retrieved on February 8, 2019.
- ↑ "Walt Disney Co (DIS) Q1 2019 Earnings Conference Call Transcript" (February 8, 2019). Retrieved on February 8, 2019.
- ↑ Luna, Mario (February 12, 2019). "Disney CEO Flies to Brazil to Seal Fox Deal, Leaves Empty-Handed". Retrieved on February 13, 2019.
- ↑ Aycock, Jason (February 20, 2019). "Bloomberg: Brazil set to rule on Disney/Fox deal next week". Retrieved on February 20, 2019.
- ↑ Lima, Mario (February 21, 2019). "Disney to Accept Divesting of Fox Sports in Brazil and Mexico". Retrieved on February 21, 2019.
- ↑ Chu, Henry (February 27, 2019). "Disney-Fox Merger Nears Completion as Brazil Grants Approval With Conditions". Retrieved on February 27, 2019.
- ↑ Maidenberg, Micah (March 4, 2019). "Disney Cuts Compensation for Robert Iger in Fox Deal". Retrieved on March 4, 2019.
- ↑ Aycock, Jason (March 6, 2019). "Disney chooses Warner vet to lead TV operations after Fox deal". Retrieved on March 6, 2019.
- ↑ Littleton, Cynthia (March 7, 2019). "Bob Iger Says Disney-Fox Deal Will Close 'Soon', Updates Star Wars: Galaxy's Edge Opening Date". Retrieved on March 7, 2019.
- ↑ Navarro, Andrea (March 12, 2019). "Disney-Fox Inches Closer as Mexico Approves With Terms". Retrieved on March 12, 2019.
- ↑ Petski, Denise (March 12, 2019). "Disney Sets March 20 Closing Date For 21st Century Fox Acquisition". Retrieved on March 12, 2019.
- ↑ Littleton, Cynthia (March 18, 2019). "Fox Corporation Emerges as Standalone Entity, Paul Ryan Joins Board". Retrieved on March 19, 2019.
- ↑ 21st Century Fox Announces Completion of Distribution in Connection with Disney Acquisition (March 19, 2019). Archived from the original on March 19, 2019. Retrieved on March 19, 2019.
- ↑ "Disney's Acquisition of 21st Century Fox Will Bring an Unprecedented Collection of Content and Talent to Consumers Around the World" (March 20, 2019). Retrieved on March 20, 2019.
- ↑ Szalai, Georg (March 20, 2019). "Disney Closes $71.3 Billion Fox Deal, Creating Global Content Powerhouse". Retrieved on March 20, 2019.
- ↑ Fleming, Mike (March 21, 2019). "Elizabeth Gabler’s Fox 2000 To Shutter As Disney Takes Over". Retrieved on March 21, 2019.
- ↑ Griffin, David (March 21, 2019). "Fox Layoffs Begin Following Disney Merger, 4,000 Jobs Expected to Be Cut". Retrieved on March 26, 2019.
- ↑ McClintock, Pamela (March 21, 2019). "Layoffs Begin at 20th Century Fox After Disney Deal Closes". Retrieved on March 26, 2019.
- ↑ Petski, Denise (April 3, 2019). "Debmar-Mercury Inks Multi-Year Deal With CBS TV Distribution For Ad Sales". Retrieved on April 9, 2019.
- ↑ Ourand, John (April 10, 2019). "ESPN, Big 12 Agree To Sweeping Media-Rights Deal". Retrieved on April 17, 2019.