Comcast's (NASDAQ:CMCSA) contemplated offer to buy portions of 21st Century Fox (NASDAQ:FOXA) is now official. The all-cash offer is for $35 per share, a $65 billion equity value after the proposed spinoff of "New Fox." The Walt Disney Co. (NYSE:DIS) made an all-stock offer on those same 21st Century Fox assets in December. Comcast says its offer represents a 19% premium over Disney's.
In a statement, Comcast said: "Today, Comcast Corporation ('Comcast') delivered a letter to the Board of Directors of Twenty-First Century Fox, Inc. ('21CF') setting forth the terms of a superior proposal by Comcast to acquire the businesses that 21CF has agreed to sell to The Walt Disney Company ('Disney') for $35.00 per share in cash, which represents a premium of approximately 19% to the value of Disney's all-stock offer as of 12:00 p.m., noon (Eastern Time) on June 13, 2018. The structure and other terms of Comcast's proposal, including with respect to the spinoff of 'New Fox' and the regulatory risk provisions and related termination fee, are at least as favorable to 21CF shareholders as the Disney offer."
The New Fox assets to be spun off include Fox Broadcasting network and stations, Fox News Channel, Fox Business Network, FOX Sports, FS1, FS2 and Big Ten Network. Those assets are expected to be formed into a newly listed company that would be spun off to its shareholders.
In a statement, 21st Century Fox said, in part: "21st Century Fox remains subject to the Disney Merger Agreement. Consistent with the terms of this agreement and the fiduciary duties of the Company's directors, 21st Century Fox's Board, in consultation with its outside legal counsel and financial advisors, will carefully review and consider the Comcast proposal."
"21st Century Fox has not yet made a determination, in light of Comcast's proposal, as to whether it will postpone or adjourn the July 10, 2018 special meeting of stockholders to consider certain proposals related to the Disney Merger Agreement."
In February, Comcast announced a proposed cash offer for UK-based Sky, which is still pending. Comcast said it plans to pursue both the 21st Century Fox and Sky deals in parallel. Comcast bought NBCUniversal in 2011.
