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20th Century Fox

The 20th Century Fox logo designed by Rocky Longo in 1981.

20th Century Fox is an American movie studio. Fox was the distributor behind FernGully: The Last Rainforest and FernGully 2: The Magical Rescue.

HistoryEdit

The company was founded on May 31, 1935, as the result of the merger of Fox Film Corporation, founded by William Fox in 1915, and Twentieth Century Pictures, founded in 1933 by Darryl F. Zanuck, Joseph Schenck, Raymond Griffith and William Goetz.

20th Century Fox is a member of the Motion Picture Association of America (MPAA).

Potential takeoverEdit

Disney-Fox

On December 14, 2017, The Walt Disney Company announced that it is acquiring most of Fox's parent company, 21st Century Fox, including the film studio.[1]

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.[2]

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.[3] 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.[4]

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.[5][6]

On June 14, Bloomberg News reported that the New York Yankees were seeking to invoke a clause in Fox's purchase of stakes in YES Network, allowing them to buy back Fox's stake in the event of a change in ownership (and thus prevent it from being included in the sale).[7]

On June 18, it was reported that Disney will add to its already existing $52 billion claim to contest Comcast's proposed counter-offer for the Fox assets.[8]

On June 19, it was reported that Disney has agreed to acquire Sky News from Sky itself.[9]

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.[10][11]

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 was needed to be voted on by shareholders.[12] 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."[13]

On June 27, the United States Department of Justice gave antitrust approval to Disney under the condition of selling Fox's 22 regional sports channels, to which the company has agreed to.[14]

On July 11, 21st Century Fox raised its bid to purchase Sky's assets to $32.5 billion, and $18.57 a share. In response, Comcast increased its bid to $34 billion, and $19.5 a share. At the same time, Fox was given clearance by the British government to purchase Sky. The bidding war for Sky led to some analysts speculating that Comcast could give up bidding for 21st Century Fox in favor of a smaller battle.[15][16][17]

On July 12, the Department of Justice filed a notice of appeal with the D.C. Circuit to reverse the District Court's approval for AT&T acquisition of Time Warner (now WarnerMedia). Although analysts say that the chances of the 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."[18] 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."[19]

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.[20] Also on that same day, British regulators have decided that if Disney purchases Fox's assets before Sky's purchase from either Fox or Comcast, it will be forced to launch a bid for the full ownership of Sky, at a minimum of $18.6 a share.[21]

On July 16, CNBC reported that Comcast is unlikely to continue its bidding war to acquire Fox from Disney in favor of Sky.[22]

On July 18, Bloomberg reported that the Sky board also scheduled July 27, 2018 as the day shareholders vote on selling Sky properties.[23]

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."[24]

On July 25, TCI Fund Management, the second largest shareholder of 21st Century Fox, voted to approve the Fox-Disney deal.[25]

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.[26] 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 USA resulted in the merger between Qualcomm and NXP not being realized.[27]

On August 7, it was reported that 21st Century Fox has until September 22 to come up with a new bid for Sky plc.[28][29] On August 9, it was reported that Viacom CEO Robert Bakish wants to license its TV ad targeting tech to the entire industry, starting with Fox.[30]

On August 12, the Competition Commission of India approved the Disney-Fox deal.[31]

On August 28, it was reported that the New York Yankees are planning to buy back the YES Network in the sale of Fox to Disney.[32]

In August, Disney and Fox hired a lobbyist firm in Georgeson & Co. to evaluate what Sky shareholders want from their next bid. This is expected to be their last bid submitted before September 21 which is the deadline set by the UK Takeover Panel before entering into the "final auction" over the following week. The new owner of Sky is set to be determined by close of business on September 28.[33]

On September 17, the European Commission announced plans of deciding what to do with the Disney-Fox deal by October 19.[34]

On September 20, all companies (Disney, Fox, Comcast and Sky) all agreed to a one-day auction process to decide the winner of Sky with the UK Takeover Panel. The auction process began at 5PM BST on September 21 and concluded in the evening of September 22 with the winner being declared by the Panel at 7AM on September 23.[35] Comcast was announced the winner, bidding $40 billion for the available 61% of Sky, which will then make it official by October 11.[36] Shortly after, Disney-Fox decided to sell its shares of Sky to Comcast for £17.28-per-share, valuing Fox's stake at £11.6 billion ($15 billion). Fox received Disney's approval to sell the shares, with Disney added the sale would "significantly reduce the amount of debt Disney will incur in acquiring 21st Century Fox, and enable Disney to maintain its strong balance sheet".[37]

ReferencesEdit

  1. Walt Disney Company To Acquire Twenty-First Century Fox Inc., After Spin-Off Of Certain Businesses, For $52.4 Billion In Stock, The Walt Disney Company, December 14, 2017
  2. Fox Jumps on Report That Comcast Is Considering Counterbid to Disney, Bloomberg, May 7, 2018
  3. Disney rounding up cash to fight off Comcast's rival bid for Fox, Fierce Cable, May 29, 2018
  4. Fox And Disney Set Shareholder Meetings For Vote On Merger, Deadline Hollywood, May 30, 2018
  5. Decisive AT&T Victory Sets Stage for Comcast to Challenge Disney for 21st Century Fox Assets, Variety, June 12, 2018
  6. Comcast makes $65 billion offer to steal 21st Century Fox away from Disney, The Verge, June 13, 2018
  7. Yankees Consider Buying Back YES If Fox Sells Assets, Bloomberg, June 14, 2018
  8. Disney is expected to add cash to its bid for Twenty-First Century Fox assets, CNBC, June 18, 2018
  9. Disney Offers to Take on Sky News for 15 Years; Channel to Get $2 Billion Investment, Variety, June 19, 2018
  10. Disney Sweetens Offer for Fox to $71 Billion, Outbidding Comcast, Bloomberg, June 20, 2018
  11. The Walt Disney Company Signs Amended Acquisition Agreement To Acquire Twenty-First Century Fox, Inc., For $71.3 Billion In Cash And Stock, The Walt Disney Company, June 20, 2018
  12. Fox agrees to Disney's new $71.3 billion offer, rejecting Comcast, CNET, June 20, 2018
  13. Disney's Bob Iger On Need For Fox Deal: "The Consumer Is Voting — Loudly", Deadline Hollywood, June 20, 2018
  14. Disney wins US antitrust approval to buy Fox assets, CNBC, June 27, 2018
  15. Murdoch's Fox increases Sky bid to £24.5bn in takeover battle, BBC.com, July 11, 2018
  16. Comcast Raises Bid for Sky as Regulatory Decision Accelerates Sale Process, Variety, July 11, 2018
  17. 21st Century Fox Given Clearance To Buy Sky By British Government, Deadline Hollywood, July 12, 2018
  18. 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, CNBC, July 13, 2018
  19. DOJ challenge to AT&T-Time Warner deal could affect Disney and Comcast's bidding war for Fox, says AT&T's Stephenson, CNBC, July 13, 2018
  20. Disney's $71 Billion Fox Bid Wins Backing From ISS, Glass Lewis, Bloomberg, July 13, 2018
  21. British regulator sets 14 pound floor under Sky shares, Reuters, July 13, 2018
  22. Comcast unlikely to raise Fox bid; focused on Sky: Sources, CNBC, July 16, 2018
  23. Sky Hearing on Same Day as Fox Vote Complicates Comcast Bid, Bloomberg, July 18, 2018
  24. Comcast gives up on buying 21st Century Fox assets and leaves Disney as the winner, The Verge, July 19, 2018
  25. TCI Votes in Favor of Disney's Offer for Fox's Assets, Bloomberg, July 25, 2018
  26. Fox and Disney Shareholders Vote to Approve $71.3 Billion Merger, The Wrap, July 27, 2018
  27. Disney Investors Worry Beijing Could Be Tricky Fox Deal Hurdle, Bloomberg, July 27, 2018
  28. Deadline for New Fox Bid for Sky Is Set for September, Variety, August 7, 2018
  29. Fox has until Sept. 22 to top Comcast's bid for Sky, CNBC, August 8, 2018
  30. Viacom wants to License its TV Ads Targeting Tech to the Entire Industry and its Starting with Fox, Business Insider, August 9, 2018
  31. Fox-Disney deal: CCI approves takeover of Murdoch's company in India, Smart Investor, August 12, 2018
  32. Yankees Intend To Buy Back YES Network In Sale of FOX To Disney, Forbes, August 28, 2018
  33. Murdoch's last-ditch assault in Sky battle: Mogul hires lobbyists to help seal TV megadeal, This is Money, September 8, 2018
  34. EU regulators to rule on Disney's $71 billion bid for Fox assets by October 19, Reuters, September 17, 2018
  35. U.K. Takeover Panel Pits Comcast, Fox, Disney in Final Bidding Auction for Sky, The Street, September 20, 2018
  36. Comcast outbids 21st Century Fox for Sky, CNN, September 22, 2018
  37. Fox Decides to Ditch Its Stake in Sky for $15 Billion, Variety, September 26, 2018

SourcesEdit