Seems like the duel is finally over! Twenty-First Century Fox and Walt Disney have announced their stockholders to have approved all proposals related to Disney’s acquisition of 21st Century Fox, at separate special meetings (as reported by Variety).
Shareholders gathered at the New York Hilton for brief separate meetings to vote on the historic transaction that the companies first set, back in December. The proposals included the adoption by 21st Century Fox stockholders of the merger agreement with Disney (the ‘Disney Merger Agreement’) and the distribution merger agreement for the spin-off of new ‘Fox’. Disney stockholders approved the issuance of new common stock that will be distributed to 21st Century Fox stockholders as part of the acquisition.
21st Century Fox executive chairman Rupert Murdoch said, “Combining the 21st Century Fox businesses with Disney and establishing new ‘Fox’ will unlock significant value for our shareholders. We are grateful to our shareholders for approving this transaction. I want to thank all of our executives and colleagues for their enormous contributions in building 21st Century Fox over the past decades. With their help, we expect the enlarged Disney and new ‘Fox’ companies will be pre-eminent in the entertainment and media industries.”
Under the Disney Merger Agreement, 21st Century Fox stockholders may elect to receive $38 per share (in either cash or shares) of New Disney, a new holding company that will become the parent of both Disney and 21st Century Fox.
The overall mix of consideration paid to 21st Century Fox stockholders will be approximately 50 per cent cash and 50 per cent stock. The stock consideration will ensure that 21st Century Fox stockholders will receive consideration equal to $38 in value if the average Disney stock price at closing is between $93.53 and $114.32.
Disney expects to pay a total of about $35.7 billion in cash and issue approximately 343 million New Disney shares to 21st Century Fox stockholders. As a result, current 21st Century Fox stockholders will own a 17-20 per cent stake in New Disney on a pro forma basis.
“We’re incredibly pleased that shareholders of both companies have granted approval for us to move forward, and are confident in our ability to create significant long-term value through this acquisition of Fox’s premier assets. We remain grateful to Rupert Murdoch and to the rest of the 21st Century Fox board for entrusting us with the future of these extraordinary businesses, and look forward to welcoming 21st Century Fox’s stellar talent to Disney and ultimately integrating our businesses to provide consumers around the world with more appealing content and entertainment options,” added Walt Disney chairman and chief executive officer Robert A. Iger.
Last month, the U.S. Department of Justice entered into a consent decree with Disney and 21st Century Fox that allows the transaction to proceed, while requiring the sale of the Fox Sports regional networks. Completion of the transaction is subject to a number of non-U.S. merger and other regulatory reviews, and other customary closing conditions.
The final voting tallies from the 21st Century Fox and Disney special meetings are subject to certification by the companies’ respective inspectors of elections, and will be included in reports to be filed by 21st Century Fox and Disney with the Securities and Exchange Commission.
