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14 Jun 2018 03:38

The Comcast/Disney biding war begins ... stay tuned!
https://www.bbc.com/news/business-44473147
Comcast, the US media conglomerate, has submitted another offer to buy parts of 21st Century Fox, after getting rebuffed last year in favour of Disney.

Comcast said it has offered $65bn (£48.6bn) in cash for assets that include Fox's film and television studios and international businesses.

The bid sets up a fight with Disney, which announced its own plan to acquire those businesses last year.

The two firms are also vying for ownership of Sky in the UK.

Comcast said its proposal is "at least as favourable" to shareholders as Disney's plan.

The firm is offering Fox $35 per share in cash, which it says provides more shareholder certainty and is 19% higher than Disney's proposal, which involves exchanging shares.


https://www.bloomberg.com/news/articles/2018-06-13/comcast-offers-65-billion-for-fox-in-bidding-war-with-disney
Comcast also is making an ambitious push in Europe that centers on U.K. pay TV provider Sky. After Fox made a takeover offer for the 61 percent stake in Sky that it doesn’t already own, Comcast launched a 22 billion pound ($30 billion) counterbid for the business. Disney also is interested in owning Sky.

But Comcast investors haven’t welcomed the company’s sudden appetite for megadeals. Its shares were down 19 percent this year through Wednesday. If Comcast buys Fox and Sky, the cable giant could become one of America’s largest corporate borrowers and its credit ratings may teeter at the bottom edge of investment grade.
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16 Jun 2018 02:19

https://www.bloomberg.com/news/articles/2018-06-15/fox-board-is-said-to-weigh-65-billion-comcast-bid-on-wednesday
Rupert Murdoch and the 21st Century Fox Inc. board will consider on Wednesday how to proceed with Comcast Corp.’s $65 billion bid for the company’s entertainment assets, people with knowledge of the matter said.

The Fox board, which agreed to sell the assets to Walt Disney Co. last year, must decide whether Comcast’s proposal has a reasonable chance of becoming a superior offer before it can begin negotiations with the largest U.S. cable television company. Fox can also ask Disney for a waiver to begin discussions with Comcast, said the people, who asked not to be identified because the matter is private.

The regularly scheduled board meeting was set before Comcast made its new, improved offer on Wednesday, said one of the people. Fox said this week that it would “carefully review” Comcast’s unsolicited proposal.
...
Under the terms of its merger agreement with Fox, Disney has the right of refusal on any counteroffer. If the Fox board deems Comcast’s offer to be better, Disney will have five days to make a fresh bid.
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21 Jun 2018 04:20

The House of Mouse ups the bid ...
https://www.bloomberg.com/news/articles/2018-06-20/fox-agrees-to-sweetened-bid-from-disney-dealing-blow-to-comcast
Walt Disney Co. raised its offer for 21st Century Fox Inc.’s entertainment assets to $71.3 billion, outbidding Comcast Corp. in a battle for one of the media industry’s biggest prizes.

The $38-a-share price is about $10 a share higher than what Disney proposed in December -- and $3 above Comcast’s bid from last week. Fox has accepted the offer, saying it provides more flexibility and other enhancements than the $65 billion Comcast deal.

The question now is how Comcast will respond. Chances are the cable giant will counterbid with something in the low-$40-a-share range, according to Jefferies Group LLC analyst John Janedis. But Disney may have another edge: It’s close to winning antitrust approval for its offer, according a person familiar with the matter. That means any bid from Comcast would come with more regulatory hurdles.
...
Disney’s new offer gives Fox shareholders the option to take their payment in the form of cash or stock, up to a 50-50 level. The previous agreement was an all-stock deal, and Comcast’s cash offer was seen as a significant enticement.

Disney also plans to take on about $13.8 billion of Fox’s net debt. That would lift the total transaction value above about $85 billion.

Fox had planned to hold a July 10 meeting for shareholders to vote on the previous Disney offer, which was hammered out in December. It said on Wednesday that the gathering will be delayed to give investors “the opportunity to evaluate the terms of Disney’s revised proposal and other developments to date.” That could give Comcast more time to come back with a fresh bid.
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22 Jun 2018 03:27

https://www.bloomberg.com/news/articles/2018-06-21/disney-promises-to-double-fox-asset-sales-to-win-antitrust-nod
Walt Disney Co. is prepared to sell off businesses generating as much as $1 billion in cash flow to win regulatory approval of its $71 billion bid to buy 21st Century Fox Inc.’s entertainment assets, it said in a filing Thursday.

The promise, made as part of Disney’s improved offer for the assets, is double the $500 million of earnings before interest, taxes, depreciation and amortization it initially offered to divest as part of the deal in December. The $1 billion in divestitures could include Fox’s regional sports networks, if the U.S. Department of Justice orders their sale.

Disney’s new offer intensified pressure on cable-TV operator Comcast Corp., which made a $65 billion bid for the Fox operations last week. The pair is battling over assets including Fox’s movie and TV studios, television networks such as FX, and multichannel providers such as Star India and Sky Plc. The Fox board shunned Comcast in favor of Disney six months ago, in large part due to concerns over potential regulatory problems with its offer.

The U.S. Justice Department is set to approve Disney’s deal in as soon as two weeks, a person familiar with the matter told Bloomberg News on Wednesday. Disney has agreed to sell some assets to address competition problems stemming from the tie-up, that person said.
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27 Jun 2018 10:29

Goldman Sachs to reap in $100 million for advising the Murdochs - good gig!!

https://invest-more.com/goldman-sachs-tops-100m-in-fees-from-fox-disney-deal/34477/
Goldman Sachs stands to make about $105m for advising 21st Century Fox in its $71bn asset sale to Walt Disney and for helping Rupert Murdoch finance his new broadcasting group, in one of the most lucrative deals ever for the investment bank.

A regulatory filing by the two media companies shows that Goldman received $58m for advising 21st Century Fox since August last year, when Mr Murdoch and Disney’s chief executive Bob Iger first met in Los Angeles to consider a transaction.

That fee collected by Goldman is lower than the $120m brought in by Morgan Stanley for advising Monsanto in its $66bn sale to Germany’s Bayer, which was the highest ever advisory fee paid to an investment bank, according to Thomson Reuters.

But in this case Goldman will also receive about $47m for providing a bridge loan and permanent financing to the new entity that will house the remainder of the Murdoch family broadcasting empire, including the Fox broadcast network and Fox News.

The big payout for Goldman reflects the close relationship that John Waldron, its co-head of investment banking, has established over the years with Mr Murdoch.

Mr Waldron was the closest adviser to the media tycoon during the demerger of 21st Century Fox and News Corp, its newspaper and publishing focused business, and the Murdochs’ failed attempt to buy Time Warner.
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28 Jun 2018 04:33

https://www.bbc.com/news/business-44633483
US regulators have cleared Walt Disney Co's plan to buy most of 21st Century Fox, removing a final barrier to the $71.3bn (£54.2bn) deal.

The approval requires the sale of Fox's regional sports networks in the US, due to competition concerns, the Justice Department's antitrust division said.

Disney, which had signalled willingness to sell the sports networks, said it was "pleased" with the decision.
...
The Justice Department said without the sale of the 22 regional sports networks, the deal may have led to higher prices for cable sports watchers in local markets, where Fox and Disney currently compete.

Currently, Fox's regional sports networks have more than 60 million subscribers and local rights to a majority of baseball and basketball teams.

Disney is the owner of ESPN and other local channels.
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29 Jun 2018 03:09

As Dawg rides stage 19 of TdF in the Pyrennes, Fox shareholders will be voting on the Disney deal -
https://www.bloomberg.com/news/articles/2018-06-28/fox-shareholders-said-to-vote-on-71-billion-disney-bid-july-27
Shareholders of 21st Century Fox Inc. are set to meet July 27 to vote on Walt Disney Co.’s $71.3 billion offer for its entertainment assets.

The special meeting is scheduled for 10 a.m. at the New York Hilton in midtown Manhattan, Disney said in a regulatory filing. Disney shareholders will also consider the transaction.
...
The strength of Disney’s currency and its smoother regulatory path make it “relatively easy” for Fox’s board to prefer a Disney bid “without risking compromise of their fiduciary obligation to shareholders,” analysts at MoffettNathanson said last week. “A Comcast bid for Fox carries far more regulatory risk than does a bid from Disney,” they said.
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29 Jun 2018 04:56

Why all this matters again - Tour Racing Limited which is the company that "owns" Team Sky is 85% owned by Sky UK and 15% by 21 st Century Fox.

Fox in it's turn owns 39 % of Sky and is trying to buy up the remaining 61% (UK gov though is not happy with the Murdochs getting more media ownership in the UK)

https://www.bbc.com/news/business-42353545
If the Sky purchase is approved, that deal would probably go through before the Disney purchase of Fox assets. So the whole of Sky would then be likely to transfer to Disney's ownership.

If not, then just the 39% of Sky currently in Fox's stable passes to Disney.

Rupert Murdoch said: "If things go wrong, the existing [Sky] shares go to Disney. It will be up to them to decide what to do."

Either way Sky's future will lie primarily in Disney's hands.


Latest financial filing up to Dec 31 2016 for Tour Racing Limited -
https://beta.companieshouse.gov.uk/company/04078205/filing-history/MzE4NjM1OTA5M2FkaXF6a2N4/document?format=pdf&download=0
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08 Jul 2018 20:09

To pay $ 2.6 billion to the tax-man or not ... what would you do? :lol:

https://www.bloomberg.com/news/articles/2018-07-06/murdoch-may-get-billions-picking-disney-stock-over-comcast-cash
Cash may be king but Walt Disney Co.’s stock-based offer for 21st Century Fox Inc. entertainment assets could give it a $3.5 billion edge over Comcast Corp.’s rival bid.

Comcast’s $65 billion all-cash deal could stick Rupert Murdoch and his family with an upfront federal tax bill of $2.6 billion for their 17 percent stake, compared with no taxes now for Disney’s $71 billion cash-and-stock offer if Murdoch takes his entire payday in Disney stock. That -- along with Disney’s higher offer -- means the Murdochs could net as much as $11.8 billion from Disney’s proposed deal, compared with $8.3 billion with Comcast.
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10 Jul 2018 06:43

Word is the Murdochs have not given up getting all of Sky -

https://www.bloomberg.com/news/articles/2018-07-09/fox-is-said-to-ready-higher-sky-bid-with-u-k-approval-seen-near
21st Century Fox Inc. is preparing a higher offer for Sky Plc to counter Comcast Corp., according to people familiar with the matter, marking the latest twist in a global M&A contest between some of the world’s largest media companies.

The move is likely to come around the time of the formal approval by Britain for Fox’s bid, which is expected to come as soon as this week, said the people, who asked not to be identified as the deliberations are private.

Fox needs to raise its offer of 10.75 pounds per share for the 61 percent of the British pay-TV company it doesn’t already own, in order to challenge Comcast’s 12.50 pounds per share bid. Comcast, which already won U.K. approval for its Sky approach, has a deadline of Friday to put the 22 billion pound ($29 billion) proposal to Sky shareholders under U.K. takeover rules.
...
Fox first bid for Sky in December 2016, but the deal has been held up over concerns that the tie-up would give Murdoch too much influence over Britain’s media. U.K. Culture Secretary Matt Hancock has said he’s willing to let the takeover go ahead, provided Fox sells Sky’s 24-hour news channel to Disney. With a consultation period on the remedy having closed last week, the clock is ticking on Hancock’s final ruling.
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11 Jul 2018 21:08

https://www.bloomberg.com/news/articles/2018-07-11/fox-raises-sky-offer-as-bidding-contest-with-comcast-heats-up
Rupert Murdoch’s 21st Century Fox Inc. boosted its bid for Sky Plc, adding pressure on Comcast Corp. to retaliate in a global game of M&A chess that’s being waged by the world’s biggest media companies.

Fox offered 14 pounds per share, valuing Britain’s top pay-TV company at 24.5 billion pounds ($32 billion). That’s 12 percent more than Comcast’s rival 22 billion-pound offer.

Now it’s up to Comcast to respond.
...
The clock was ticking on Fox to make a higher bid for Sky, because Comcast faces a deadline of Friday to formally deliver its offer documents to shareholders of the London-based company, under U.K. takeover rules.

The expectation from some analysts had been that Fox would wait for final U.K. approval before coming back with a higher bid, but with Prime Minister Theresa May’s government committing to release a decision on Thursday, Fox pulled the trigger.
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12 Jul 2018 04:13

Boom! Comcast counter attacks!
https://www.bloomberg.com/news/articles/2018-07-11/comcast-boosts-sky-bid-topping-fox-offer-in-global-standoff
Comcast Corp. increased its takeover bid for Sky Plc to $34 billion, topping an offer from Rupert Murdoch’s 21st Century Fox Inc. and escalating a global standoff between the media giants.

Comcast, the largest U.S. cable company, is now offering 14.75 pounds a share for Sky, valuing Britain’s top pay-TV provider at 26 billion pounds, according to a statement Wednesday. That’s 5.4 percent above a 14 pound-a-share proposal from Fox, which already owns a stake in the European broadcaster. Fox acknowledged the increased bid in a statement late Wednesday.
...
Comcast has been expected to abandon its bid for Fox and focus instead on winning Sky, according to Jonathan Chaplin, an analyst at New Street Research LLC. “Of all the assets in the Fox portfolio, they probably view Sky as the most strategically important,” he said earlier in a note.
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13 Jul 2018 22:13

Everything's friggin' "unique" now - Geezus! Disney support for the deal -
https://www.bloomberg.com/news/articles/2018-07-13/disney-s-71-billion-fox-bid-wins-backing-from-glass-lewis
Walt Disney Co.’s $71 billion deal with 21st Century Fox Inc. won the endorsement of influential proxy advisers Institutional Shareholder Services Inc. and Glass Lewis & Co., giving the entertainment giant another edge over rival suitor Comcast Corp.

Both firms recommended that Fox shareholders vote in favor of the transaction during a July 27 investor meeting, with Glass Lewis arguing that Disney offered “a unique, prospectively far-reaching opportunity” to capitalize on the acquisition. Disney is vying with Comcast to acquire a prized collection of Fox entertainment assets that includes the 20th Century Fox film and TV studios.

Disney increased its bid for the entertainment properties last month by about $10 a share to $38, countering a $35 offer by Comcast.

“The current offer represents compelling value,” ISS said in a report.
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17 Jul 2018 05:38

Looks like Disney are willing to let Comcast get Sky while Disney get the rest of the 21st C. Fox assets up for sale -

https://www.bloomberg.com/news/articles/2018-07-16/disney-spells-it-out-fox-may-not-increase-its-bid-for-sky
For the first time, Walt Disney Co. spelled out for investors that Rupert Murdoch’s 21st Century Fox Inc. may choose not to increase its takeover offer for British broadcaster Sky Plc.

The U.K. company is at the center of an international bidding war that involves Fox, Disney and cable giant Comcast Corp., and everyone’s anxiously awaiting the next twist in the saga. Comcast increased its offer for Sky last week to 26 billion pounds ($34 billion), topping Fox’s bid.

Disney, meanwhile, has agreed to acquire the bulk of Fox’s assets -- a move that would potentially give it Sky as well. But Fox’s pursuit of Sky now looks less likely. Fox “may elect not to increase the price offered by it in the Sky acquisition and any increase in the debt financing for the Sky acquisition would require Disney’s consent, which Disney may elect not to provide,” Disney said in a filing on Friday.

Letting Comcast acquire Sky may be a blessing for Disney, since it wouldn’t have to borrow as much money to complete the Fox deal. Sanford C. Bernstein & Co.’s Todd Juenger and other analysts have raised concerns about what a Sky bidding war would do to Disney’s debt.
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19 Jul 2018 19:23

https://www.bbc.com/news/business-44893625
Comcast is likely to be the new owner of Sky, BBC Business Editor Simon Jack has learned.

It means that Rupert Murdoch's 21st Century Fox has failed in its bid to take full control of Sky.

Instead, Disney will buy assets from Fox including its movie studio, and content like Avatar and X-Men.

It is not yet clear what will happen to Mr Murdoch's 39% stake in Sky, but it is thought that could also be sold to Comcast.

If that sale were to happen, it would mean that Mr Murdoch's long association with Sky News would end.

But Sky News would continue as Comcast has guaranteed to fund the channel at its current level for 10 years.
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19 Jul 2018 19:36

https://www.bloomberg.com/news/articles/2018-07-19/comcast-surrenders-to-disney-in-fox-bid-to-keep-pursuing-sky
Comcast Corp. will no longer seek to compete with Walt Disney Co.’s for a swath of 21st Century Fox Inc.’s entertainment assets, choosing to focus instead on winning control of the British pay-TV service Sky Plc.

Following a bidding war with Disney, Comcast concluded that the price for the Fox assets was too high, according to a person familiar with the matter who asked not to be identified because the decision process was private. Another hurdle was the regulatory requirement to divest Fox’s regional sports networks as part of any deal, the person said.

Disney can now go ahead with its offer of $71.3 billion for Fox’s properties, which include a 39 percent stake in Sky. Comcast has offered about $34 billion for the U.K. pay-TV provider, including Fox’s stake, though it’s unclear if Disney will be willing to part with it.

While Comcast is dropping its pursuit of much of Rupert Murdoch’s empire, it did force Disney to pay a higher price for the Fox assets, which also include a movie studio and cable networks FX and National Geographic. Comcast had made a $65 billion offer, forcing Disney to sweeten its $52.4 billion deal.
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20 Jul 2018 06:57

Rupert laughs all the way to the bank -

https://www.bloomberg.com/news/articles/2018-07-20/rupert-murdoch-caps-long-career-by-laughing-all-the-way-to-bank
... “New Fox,’’ would be spun off and led by elder son Lachlan. New Fox includes the cable-news division, starring Sean Hannity and Tucker Carlson, national sports channels and the U.S. broadcast channel, famous for shows such as “The Simpsons’’ and “American Idol.’’

The Murdoch family could net as much as $11.8 billion from the deal. That doesn’t include the 17 percent stake in New Fox.
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26 Jul 2018 07:44

https://www.bloomberg.com/news/articles/2018-07-25/tci-is-said-to-vote-in-favor-of-disney-s-offer-for-fox-assets
21st Century Fox Inc.’s second-largest shareholder has voted in favor of Walt Disney Co.’s $71.3 billion bid for its entertainment assets ahead of a Friday shareholder meeting, people familiar with the matter said.

Support from activist Christopher Hohn’s TCI Fund Management means the deal will likely be approved by investors overall, the people said, asking not to be identified because the voting was private.

A spokesman for New York-based Fox declined to comment. A representative for TCI couldn’t be immediately reached for comment.

Disney beat Comcast Corp. for the entertainment businesses, which includes a 39 percent stake in British pay-TV service Sky Plc, when the cable company walked away from a bidding war this month. Comcast has offered about $34 billion in a separate deal to buy all of Sky, including Fox’s stake, though it’s unclear if Disney will be willing to part with it.
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27 Jul 2018 05:59

https://www.bloomberg.com/news/articles/2018-07-27/disney-and-fox-are-merging-why-is-sky-still-in-play-quicktake
What began as a simple bid in late 2016 by Rupert Murdoch’s 21st Century Fox Inc. for the part of Sky Plc it doesn’t already own sparked a transcontinental bidding war when Walt Disney Co. and Comcast Corp. joined the chase for Sky, a British broadcaster. Fox soon found itself in a tug-of-war between rival bidders, Disney and Comcast, as a rapidly shifting media landscape propelled one of the more intriguing global media battles in decades. Now that shareholders are set to approve the $71 billion merger of Disney with Fox’s entertainment assets -- Comcast having thrown in the towel -- the endgame seems near. Yet the fate of Sky remains very much up in the air.
...
Sky’s 23 million customers in five European countries would give Comcast or Disney a rare opportunity to diversify out of the U.S. and reach more consumers directly. Sky boasts a market-leading platform, its Q box, which Comcast Chief Executive Officer Brian Roberts says leaves him “terribly impressed.” Sky also has a suite of sought-after TV content to lure and retain subscribers, including rights to Premier League soccer. Of the assets he’s seeking to acquire from Fox, Disney CEO Bob Iger called Sky “a real crown jewel.”
...
What happens next with Sky?

As it stands, Comcast’s bid of 14.75 pounds ($19.34) a share is at a premium to Fox’s 14 pounds a share. Now, the question is whether Fox or Disney -- which is acquiring Fox’s 39 percent stake in Sky -- will top Comcast’s offer. Comcast isn’t likely to concede: It has filed formal offering documents for Sky, whose shareholders have until Aug. 22 to decide whether to tender their shares to Comcast. Once Comcast gets to 50 percent plus one share of Sky, it will own a majority of the European pay-TV provider.
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28 Jul 2018 02:54

One step closer -
https://www.bbc.com/news/business-44987650
Shareholders have signed off on Walt Disney's plan to buy the film and television assets of Rupert Murdoch's 21st Century Fox for $71bn (£54bn).

The approval, which had been expected, bring the merger one step closer to completion.

Regulators in the US have already approved the plan, but it still needs the go-ahead in many other countries.


https://www.bloomberg.com/news/articles/2018-07-27/fox-holders-approve-disney-merger-as-megadeal-reaches-next-stage
Both companies’ investors gave their blessings to the $71.3 billion transaction in separate votes at the New York Hilton Midtown in Manhattan. It’s expected to close in the first half of next year, according to Fox. Upon completion, a new Fox will emerge focused on broadcast TV, sports and the Fox News Channel.

Neither of the two companies’ leaders made an appearance. Fewer than 70 people showed for the Fox meeting, which was run by General Counsel Gerson Zweifach. Chief Financial Officer John Nallen, one of the key figures behind the deal, was also on hand. One shareholder read an ode to Fox’s executive chairman. “Nobody does it like Rupert Murdoch,” he said. “I love Rupert Murdoch.”

At the Disney meeting, General Counsel Alan Braverman and Chief Financial Officer Christine McCarthy ran the show, although the main architect of the merger, Disney’s direct-to-consumer division chief Kevin Mayer, was there. Some 99 percent of Disney investors who voted approved the deal. During a brief question and answer period, one said Disney overpaid by as much as $10 billion. The meeting lasted less than 10 minutes.
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