Twenty-First Century Fox, has accepted a new offer from Disney, which included a higher per share offer of $38 per 21CF share versus the prior offer of $28 per share that Disney offered in December 2017.
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21CF prefers the offer over Comcast’s recent bid, stating in a press release that, “The amended and restated Disney Merger Agreement offers a package of consideration, flexibility and deal certainty enhancements that is superior to the proposal made by the Comcast Corporation on June 13, 2018.”
Under the amended and restated Disney Merger Agreement, Disney would acquire those businesses on basically the same terms, except that, among other things, Disney's offer allows 21CF stockholders to elect to receive their consideration, on a value equalized basis, in the form of cash or stock, subject to 50/50 proration.
21CF shareholders will receive a number of Disney shares equal to $38 in value if the average Disney stock price at closing is between $93.53 and $114.32.
Disney's new offer is worth $71.3 billion in cash and stock. Disney is expected to pay a total of about $35.7 billion in cash and issue about 343 million new shares to 21CF shareholders, according to Reuters.
21CF’s board came to the conclusion that the unsolicited proposal from Comcast couldn’t reasonably be expected to result in a “Company Superior Proposal” under the Disney merger agreement.
The new agreement contains no change to the provisions about the company’s directors being able to evaluate a competing proposal.
Comcast bid $65 billion in cash for the same assets of 21CF that Disney bid for in December 2017.
According to FOX Business’ Charles Gasparino, citing his sources, Comcast is plotting its next move, and will likely increase their bid for 21CF’s assets. Gasparino added that ‘banker talk’ has Comcast bidding at least $41 per share.
When Disney first bid for 21CF assets, Rupert Murdoch told FOX Business’ Maria Bartiromo during an interview on “Mornings with Maria,” “I made it a condition of the deal that he [Robert Iger] would stay on.” Robert Iger is the CEO of Disney.
Twenty-First Century Fox is the parent company of FOX Business and Fox News.