That's it, after months of battle and needed approval by different countries, the deal between Disney and Fox was completed after midnight on the East Coast and the header of The Walt Disney Company website was changed today and now feature several previously Fox-owned properties, including The Shape of Water, Avatar, The Simpsons, Deadpool, and Atlanta ( picture above ).
After the transaction’s close, Disney Chairman and CEO Bob Iger sent an email to colleagues:
"I’m proud to announce the acquisition is complete and 21st Century Fox is now part of The Walt Disney Company. I’d like to welcome our new colleagues, and thank employees on both sides of the deal for your patience and perseverance as we worked through the lengthy acquisition and regulatory process.
As you know, Disney has never been short on ambition. We’ve never been satisfied with the status quo, and our vision for this transformative era is our boldest yet. We are rapidly transforming our company to take full advantage of evolving consumer trends and emerging technology in order to thrive in this new and exciting time.
Our acquisition of 21st Century Fox was driven by our strong belief that the addition of these great businesses, brands, franchises and talent will allow us to move faster, reach farther and aim higher – especially when it comes to building direct connections with consumers.
I wish I could tell you that the hardest part is behind us; that closing the deal was the finish line, rather than just the next milestone. What lies ahead is the challenging work of uniting our businesses to create a dynamic, global entertainment company with the content, the platforms, and the reach to deliver industry-defining experiences that will engage consumers around the world for generations to come. We’ve spent the last year exploring the new opportunities and synergies generated by bringing our two legendary companies together. Leaders across both organizations have worked closely together to understand how to best unlock this potential and unleash innovation and creativity to generate long-term growth. We’re confident in our integration strategy and in our ability to execute it effectively; and we’re inspired and energized by the new possibilities.
Our integration process will be an evolution, with some businesses impacted more than others. We’ve made many critical decisions already, but some areas still require further evaluation. We may not have answers to all of your questions at this moment, but we understand how vital information is, and we’re committed to moving as quickly as possible to provide clarity regarding how your role may be impacted. Having been on both sides of numerous acquisitions during my career, I have a deep appreciation for how this one impacts everyone involved, on both a personal and professional level. I understand the challenges, and I ask for your continued patience in the days to come as we combine this collection of great assets to create the world’s premier entertainment company."
Also the Walt Disney Company released the official statement below:
Disney and 21st Century Fox Announce per Share Value in Connection with $71 Billion Acquisition
Unprecedented collection of high-quality creative content, stellar talent and cutting-edge technologies will enable Disney to accelerate its direct-to-consumer strategy and expand its global presence
BURBANK, Calif. and NEW YORK, New York, March 19, 2019 – The Walt Disney Company (NYSE:DIS) and Twenty-First Century Fox, Inc. (“21CF”) (NASDAQ: TFCFA, TFCF), in connection with Disney’s acquisition of 21CF (the “Acquisition”), announced today that the per share value of the Merger Consideration (as defined below) has been calculated in accordance with the Merger Agreement (as defined below) to be $51.572626 (the “Per Share Value”. See footnote1). The Acquisition will become effective at 12:02 a.m. Eastern Time tomorrow, March 20, 2019.
At the effective time of the Acquisition, each share of 21CF common stock will be exchanged for $51.572626 in cash (the “Cash Consideration”) or 0.4517 shares of common stock of TWDC Holdco 613 Corp., the holding company that will own both Disney and 21CF following the Acquisition (“New Disney”) (the “Stock Consideration”, and together with the Cash Consideration, the ”Merger Consideration”), subject to election, proration and adjustment procedures set forth in the Amended and Restated Agreement and Plan of Merger(the “Merger Agreement”), dated as of June 20, 2018, by and among 21CF, Disney, New Disney, and certain of Disney’s other subsidiaries. The number of shares of New Disney common stock comprising the Stock Consideration was determined by dividing the Per Share Value by $114.1801, which was the volume weighted average trading price of a share of Disney common stock on the New York Stock Exchange over the fifteen consecutive trading day period ending on (and including) March 15, 2019.
“This is an extraordinary and historic moment for us—one that will create significant long-term value for our company and our shareholders,” said Robert A. Iger, Chairman and Chief Executive Officer, The Walt Disney Company. “Combining Disney’s and 21st Century Fox’s wealth of creative content and proven talent creates the preeminent global entertainment company, well positioned to lead in an incredibly dynamic and transformative era.”
The acquisition of 21st Century Fox’s iconic collection of businesses and franchises will allow Disney to provide more appealing high-quality content and entertainment options to meet growing consumer demand; increase its international footprint; and expand its direct-to-consumer offerings, which include ESPN+ for sports fans, the highly-anticipated Disney+ streaming video-on-demand service launching in late 2019; and Disney and 21st Century Fox’s combined ownership stake in Hulu.
The acquisition includes 21st Century Fox’s renowned film production businesses, including Twentieth Century Fox, Fox Searchlight Pictures, Fox 2000 Pictures, Fox Family and Fox Animation; Fox’s television creative units, Twentieth Century Fox Television, FX Productions and Fox21; FX Networks; National Geographic Partners; Fox Networks Group International; Star India; and Fox’s interests in Hulu, Tata Sky and Endemol Shine Group. Disney and 21st Century Fox entered into a consent decree with the U.S. Department of Justice last year under which Disney will divest 21st Century Fox’s Regional Sports Networks.
Earlier today, 21st Century Fox completed the spin-off of a portfolio of 21st Century Fox’s news, sports and broadcast businesses, including the 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, and certain other assets and liabilities, into Fox Corporation.
Disney is also acquiring approximately $19.8 billion of cash and assuming approximately $19.2 billion of debt of 21st Century Fox in the acquisition. The acquisition price implies a total equity value of approximately $71 billion and a total transaction value of approximately $71 billion.
The acquisition is expected to be accretive to Disney earnings per share before the impact of purchase accounting for the second fiscal year after the close of the transaction, and to yield at least $2 billion in cost synergies by 2021 from operating efficiencies realized through the combination of businesses.
On March 19, 2019, 21CF distributed to holders of shares of 21CF common stock (other than holders that are subsidiaries of 21CF) all of the issued and outstanding common stock of Fox Corporation (“FOX”) on a pro rata basis (the “Distribution”). As a result of the Distribution, 0.263183 of each share of 21CF common stock outstanding immediately prior to the Distribution was exchanged for 1/3 of one share of FOX common stock of the same class, and holders continued to hold the remaining 0.736817 of each share of 21CF common stock. The 0.736817 of each share of 21CF common stock remaining outstanding following the Distribution will be exchanged for the amount of consideration in the Acquisition that a whole share of 21CF common stock would have been exchanged for before giving effect to the Distribution. To accomplish this, the consideration that holders will receive in the Acquisition is automatically adjusted pursuant to the Merger Agreement to take the Distribution into account by multiplying the value of such consideration ($38.00) by the Distribution Adjustment Multiple (1.357190).
About Disney
Disney, together with its subsidiaries, is a diversified worldwide entertainment company with operations in four business segments: Media Networks; Parks, Experiences and Products; Studio Entertainment; and Direct-to-Consumer and International. Disney is a Dow 30 company and had annual revenues of $59.4 billion in its Fiscal Year 2018. For more information about Disney, please visit www.thewaltdisneycompany.com. ( end of WDC statement )
Check also this Laughing Place article HERE "Counting Down the Top 21 Things Disney Just Acquired from 21st Century Fox" ...as there is plenty of these FOX franchises which could make good rides in Disney parks.
Picture: copyright Disney
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