Sky, Disney & Comcast

[Robert5091]

http://www.bbc.com/news/business-43209100

US cable TV giant Comcast has made a £22.1bn bid for Sky, challenging an existing offer from 21st Century Fox.

Rupert Murdoch’s 21st Century Fox had already agreed an £18.5bn deal to buy the 61% of Sky it does not already own.

Comcast is the biggest US cable TV firm. It also owns the broadcast TV network NBC and Universal Pictures.

Comcast chief executive Brian Roberts called Sky "an outstanding company" and said he was "confident" the offer would be cleared by regulators.

Mr Roberts added that the UK "is and will remain a great place to do business" and that Comcast wanted to "use Sky as a platform for our growth in Europe".

Comcast said Sky News was "an invaluable part of the UK news landscape", and it intended to "maintain Sky News' existing brand and culture".

Mr Roberts added: "We would like to own the whole of Sky and we will be looking to acquire over 50% of the Sky shares".

Comcast said its bid of £12.50 a share was 16% higher than the 21st Century Fox offer.

Fox's Sky bid has not been viewed favourably by the UK's competition authority, which in January provisionally found that it would not be in the public interest.

The Competition and Markets Authority is concerned that if the deal went through, the Murdoch Family Trust would have too much influence over public opinion and the political agenda.

Last week, 21st Century Fox said it would keep Sky News running for at least 10 years, with a fully independent board for the channel, to try to make the proposed deal more attractive to regulators.

The picture was made more complicated in December of last year when Walt Disney agreed to buy the bulk of 21st Century Fox's business, including its 39% Sky stake.

If that acquisition goes through, it could lessen the Murdoch family's UK influence.

Mr Roberts said that Comcast was prepared to co-own Sky with either Fox or Disney, as long as Comcast held a majority stake.

 

[Robert5091]

Bizarre!
https://www.theguardian.com/busines...b05fe61cc6d449#block-5a9505dee4b05fe61cc6d449

 

[Robert5091]

https://www.telegraph.co.uk/business/2018/02/27/comcast-makes-22bn-offer-sky/

Analysts said Fox is likely to respond with an improved bid.

Neil Campling of Mirabaud said: “Fox will have to sharpen their pencils now.

“There is no way we can see that Fox will walk away given how advanced the regulatory clearance process is. This bid marks a floor not an end to this particular saga. Let the battle commence.”

One City source suggested it was more likely that any response to Comcast's bid could come direct from Disney.

Claire Enders, the media analyst, said: "Fox can’t raise price for Sky without Disney approval. So effectively Disney will be deciding the next phase.

"I can’t see why Disney would have a problem with raising price post Premier League auction result." "It is exceedingly rare for a bid to be disrupted at this late regulatory stage that’s for sure."

 

[Robert5091]

https://www.independent.co.uk/news/...1st-century-fox-acquisition-cma-a8285806.html

Sky News could be sold off to Walt Disney or ringfenced under concessions put forward by Rupert Murdoch's 21st Century Fox, as part of the corporation's efforts to seize full control of the broadcaster Sky.

Fox, which is attempting to buy the 61 per cent of Sky it does not already own, faces a number of regulatory hurdles after the UK's competition watchdog found the £11.7bn deal was not in the public interest.

It has proposed either a legal separation and comprehensive ringfencing of Sky News or a sale of the loss-making channel to Walt Disney, which is itself attempting to acquire 21st Century Fox.

The sale of Sky News to Disney would take place "whether or not Disney's proposed acquisition of 21st Century Fox proceeds".

 

[Robert5091]

More problems for Rupert & family -
http://www.bbc.com/news/business-43719925

Rupert Murdoch's film and media giant 21st Century Fox says it is cooperating with the European Commission after officials raided its Fox Network offices in London.

EC competition authorities are reported to have seized documents relating to sport media rights earlier on Tuesday.

Other companies involved in sports rights have also received what the EC called "unannounced inspections".

It is unclear which other companies were raided and when.

"The commission has concerns that the companies involved may have violated EU anti-trust rules that prohibit cartels and restrictive business practices," the European Commission said in a statement.

"Unannounced inspections are a preliminary step into suspected anti-competitive practices."

Edit - see also https://www.bloomberg.com/news/arti...-k-offices-raided-by-ec-competition-watchdogs

If this is to do with Sky's football TV-rights, it will really hit the bidding war.

 

[Robert5091]

Two big gorillas

https://www.bloomberg.com/news/arti...-into-takeover-offer-for-sky-by-u-k-authority

Walt Disney Co. will be forced to bid for Sky Plc if U.K. regulators block an existing offer by 21st Century Fox Inc. for the British pay-television company.

Disney would have to offer at least 10.75 pounds per Sky share upon completing its $52.4 billion acquisition of most of Fox’s media and entertainment assets, the U.K. Takeover Panel said Thursday in a statement. Those assets include Fox’s 39 percent stake in Sky. Disney wouldn’t be obligated to bid should Fox or Comcast Corp. acquire the London-based company.

The decision to tie Disney to the same price offered by Fox in 2016 may disappoint some Sky shareholders expecting a higher mandatory bid. However, it also means they have a likely bidder for the business and a price floor should the Fox takeover be blocked by regulators and if Comcast doesn’t formalize its proposed 12.50 pound-a-share offer for Sky.

“It’s very good news,” said Crispin Odey, founder of hedge fund manager Odey Asset Management, which owns a 0.8 percent stake in Sky according to data compiled by Bloomberg. “Disney have underpinned the 10.75 bid.”

The ruling settles months of speculation regarding whether Disney would have to make a direct bid for Sky after Disney’s December offer for the bulk of Fox’s media and entertainment assets. At the time, Disney said it didn’t think it should be forced into bidding for Sky.

The panel’s decision was based on a determination that securing control of Sky “might reasonably be considered to be a significant purpose of Disney’s acquiring control of Fox,” according to the statement.

A bid at 10.75 pounds a share values all of Sky at 18.5 billion pounds ($26.3 billion).

Fox is awaiting a review from the U.K.’s competition watchdog due May 1 concerning its own Sky bid. Culture Secretary Matt Hancock will consider the regulator’s ruling and make a final decision on the Fox-Sky deal by mid-June.

Hedge fund shareholders of Sky including Polygon Global Partners LLP had called for a mandatory bid for Sky by Disney at a higher price than the Fox offer. While the Takeover Panel only requires a 10.75-pound-a-share bid from Disney, the company will have to offer much more to take on Comcast, Odey said.

“All of us really believe it’s going to end up in a bidding war,” Odey said, speculating that offers may climb as high as 16 pounds a share. “We’ve got two big gorillas, neither of whom likes to lose. And they’ve got quite a good prize.”

 

[Robert5091]

If you think the Froome doping saga has dragged out, this Fox/Disney/Comcast story could run and run (and put quite a few lawyer's kids through college)
https://www.bloomberg.com/gadfly/ar...ver-cops-put-17-billion-cuffs-on-mickey-mouse

British M&A regulators have called out Mickey Mouse. The U.K. Takeover Panel ruled on Thursday that Walt Disney Co. should make an 11.7 billion pounds ($16.7 billion) takeover bid for Sky Plc if it succeeds in acquiring the satellite broadcaster's lead shareholder, 21st Century Fox Inc. This isn't a major problem for Disney -- the price is a bargain -- but it changes the dynamics of the battle for Sky.

The panel's justification is that it reckons a big reason behind Disney's December agreement to buy most of Fox was in fact to control Sky. After all, Fox already owns 39 percent of Sky and is bidding to buy the rest.

Disney had protested otherwise. Given it stood to inherit at least a major stake and potentially the whole of Sky, that was always going to be tough to argue convincingly.

The mandated offer price is low. The Panel has set this at the 10.75 pounds level offered by Fox back in December 2016. This seems academic. Sky's current share price is about 13.14 pounds. If Fox wins regulatory approval, shareholders will almost certainly demand it sweetens its offer. Meanwhile, there's Comcast Corp. dangling a non-binding 12.50 pounds a share proposal.

If the Fox bid isn't cleared, Comcast walks away and Sky's performance deteriorates rapidly this year, the mandatory Disney offer puts a floor under the shares.

This complicates the current situation. It could make it harder for Fox to try preempting Comcast by merely matching its proposal. Sky's board would then feel emboldened to demand something around the current share price, knowing there's a backstop bid.

Mandatory offers of this kind are extremely rare. The panel determined the price should be the one attributed by Disney to Fox's Sky shareholding when it formulated the Fox bid, and said evidence from both sides supported that.

Still, it's a shame for Sky shareholders that their board didn't persuade the panel to force a bid at a higher level. The price offered by Fox 16 months ago was set in anticipation of a long regulatory and political battle. But if Fox raises, the Sky board will have a chance to argue that a mandatory Disney bid should be raised too.

 

[Robert5091]

https://www.bloomberg.com/news/arti...s-said-to-mull-leaving-as-sky-deputy-chairman

Fund-management titan Martin Gilbert is considering stepping down as deputy chairman of Sky Plc, according to a person familiar with the matter, which would deprive the pay-television company’s board of a veteran dealmaker as it faces a possible takeover battle between 21st Century Fox Inc. and Comcast Corp.

Under pressure from investors, Gilbert, who is co-chief executive officer of Standard Life Aberdeen Plc, has committed to resigning from at least one board seat by May 29 in accordance with best practice in the City. Gilbert has served on Sky’s board since 2011 and he joined the board of Glencore Plc as an independent director in May.

If Gilbert leaves Sky within the next few weeks, he will likely do so before having to choose between competing bids. Fox, which is controlled by the Murdoch family and owns 39 percent of Sky, offered in December 2016 to buy the rest. The deal has been held up by a regulatory review, and Comcast in February jumped in with a tentative 22.1-billion-pound ($31.5 billion) offer for Sky. The battle looked as if it might position Gilbert, a long-time associate of the Murdochs, in conflict with them.

Fox is awaiting a review from the U.K.’s competition watchdog due May 1 concerning its Sky bid. Culture Secretary Matt Hancock will consider the regulator’s ruling and make a final decision on the Fox-Sky deal by mid-June. Comcast is expected to formalize its offer for Sky in the coming weeks. If it does, Sky’s independent directors, currently led by Gilbert, will have to decide whether to recommend Fox or Comcast’s offer.

 

[Robert5091]

https://www.bloomberg.com/news/arti...-sky-bid-in-challenge-to-rupert-murdoch-s-fox

Comcast Corp. formalized its 22 billion pound ($30.7 billion) bid for Sky Plc, throwing down the gauntlet to Rupert Murdoch’s 21st Century Fox Inc. and Walt Disney Co. as they vie for Britain’s largest pay-TV broadcaster.

Comcast is offering 12.50 pounds per Sky share in an all-cash deal, the Philadelphia-based company said in a statement Wednesday, confirming a proposed offer it made on Feb. 27. The offer is at a 16 percent premium to Fox’s 10.75 pound-per-share bid for Sky.

Media billionaire Murdoch must now decide whether to increase Fox’s bid to stave off Comcast’s challenge, raising the prospect of a bidding war. Fox, which already has a 39 percent stake in Sky, plans to sell the broadcaster to Disney as part of their $52.4 billion merger announced in December. In a separate statement, Fox said it remains committed to its offer for Sky and is “currently considering its options,” with a further announcement in due course.

 

[Robert5091]

On top of the planned sale not going to plan, it looks like the Murdochs will be knocked off the #1 spot in the UK-
https://www.bloomberg.com/gadfly/ar...rdoch-is-about-to-lose-his-fleet-street-crown

"Send In Army to Halt Migrant Invasion," is the kind of headline you'll find adorning the front page of Britain's Daily Express newspaper. It’s a brand of angry foreigner-baiting that's characteristic of most of the U.K.'s tabloid press. But not all of it.

The rival Daily Mirror is a different beast. While it too revels in celebrities' sexual indiscretions and royal family gossip, you're more likely to find a front page splash looking at the shameful treatment of Britain's Jamaican migrants than one telling foreign scroungers to clear off. In short, it's England's only left-leaning daily tabloid.

So the 127 million pound ($177 million) acquisition by Trinity Mirror Plc (owner of the Mirror newspaper) of Northern & Shell's publishing assets (including the Express) is a strange one at first glance. Certainly odd enough to give the British government pause for thought. Culture minister Matt Hancock said this week that he has a mind to refer the deal to the media regulator because of worries about "sufficient plurality of views in newspapers," as this would be the second-biggest national newspaper publisher by circulation. In fact, as our chart below shows, he’s underplaying it. The new group will be the biggest in terms of overall readership.

 

[Robert5091]

https://www.bloomberg.com/news/arti...oint-as-focus-shifts-to-disney-comcast-tussle

Fox Results Disappoint While Focus Shifts to Disney-Comcast Tussle

The big question mark hanging over Fox is its plan to sell about $52 billion of entertainment assets to Walt Disney Co.

Comcast Corp., the largest U.S. cable channel, is said to be preparing financing for a potential counterbid for the Fox operations.

Fox said on Wednesday that it plans to seek shareholder approval for the Disney deal by the summer. It declined to discuss other offers.

 

[Robert5091]

Seems like cycling enthusiast James Murdoch is on his way out -

https://www.bloomberg.com/news/arti...-to-be-new-fox-ceo-after-proposed-disney-deal

21st Century Fox Inc.’s Lachlan Murdoch, the eldest son of media magnate Rupert Murdoch, plans to take the helm of the remaining business following a proposed deal to sell most of its entertainment assets to Walt Disney Co.

The executive will assume both the CEO and chairman jobs at the company, which is being referred to as New Fox. Rupert Murdoch will become co-chairman, alongside his son. John Nallen, currently Fox’s chief financial officer, will take on the expanded role of chief operating officer.

The widely expected move comes as Fox tries to complete the Disney deal, which involves selling about $52 billion of entertainment assets. But the matter may not be settled. Comcast Corp., the largest U.S. cable channel, is said to be preparing financing for a potential counterbid for the Fox operations.

http://money.cnn.com/2018/05/16/media/lachlan-murdoch-new-fox-ceo/index.html

In recent months, James has distanced himself from the politics espoused by his father and the company's flagship channel, Fox News.

He denounced President Donald Trump's reaction to the race-related violence in Charlottesville, Virginia, last August. This was notable because his father speaks with Trump often. Some of Fox News' most-watched shows are also pro-Trump.

As news of the Disney-Fox deal began to cement last December, there were reports that James could move to Disney in a senior role after the Disney acquisition. But the Wall Street Journal reported last week that James would not join Disney, and instead would likely start a venture capital fund.

 

[fmk_RoI]

Re:

Seems like cycling enthusiast James Murdoch is on his way out -

https://www.bloomberg.com/news/arti...-to-be-new-fox-ceo-after-proposed-disney-deal

21st Century Fox Inc.’s Lachlan Murdoch, the eldest son of media magnate Rupert Murdoch, plans to take the helm of the remaining business following a proposed deal to sell most of its entertainment assets to Walt Disney Co.

The executive will assume both the CEO and chairman jobs at the company, which is being referred to as New Fox. Rupert Murdoch will become co-chairman, alongside his son. John Nallen, currently Fox’s chief financial officer, will take on the expanded role of chief operating officer.

The widely expected move comes as Fox tries to complete the Disney deal, which involves selling about $52 billion of entertainment assets. But the matter may not be settled. Comcast Corp., the largest U.S. cable channel, is said to be preparing financing for a potential counterbid for the Fox operations.

http://money.cnn.com/2018/05/16/media/lachlan-murdoch-new-fox-ceo/index.html

In recent months, James has distanced himself from the politics espoused by his father and the company's flagship channel, Fox News.

He denounced President Donald Trump's reaction to the race-related violence in Charlottesville, Virginia, last August. This was notable because his father speaks with Trump often. Some of Fox News' most-watched shows are also pro-Trump.

As news of the Disney-Fox deal began to cement last December, there were reports that James could move to Disney in a senior role after the Disney acquisition. But the Wall Street Journal reported last week that James would not join Disney, and instead would likely start a venture capital fund.

Jeremy Darroch is the man to watch, not James Murdoch.

 

[Robert5091]

Well, Mr Darroch will be told to check the "brand metrics" by the new owners no doubt - especially after Froome's AAF outcome is known.

 

[fmk_RoI]

Re:

Well, Mr Darroch will be told to check the "brand metrics" by the new owners no doubt - especially after Froome's AAF outcome is known.

You say no doubt to make wishful thiking look important.

 

[Robert5091]

http://www.bbc.com/news/business-44199141

US cable TV giant Comcast appears to have gained the upper hand in its battle to take control of Sky.

The firm's £22bn bid for Sky is unlikely to be referred to the competition authorities, the culture secretary Matt Hancock has said.

Mr Hancock said he did not believe that the proposed merger raised any public interest concerns "which would meet the threshold for intervention".

The decision is a blow for 21st Century Fox, which is also trying to buy Sky.

Rupert Murdoch's 21st Century Fox, which already owns 39.1% of Sky, agreed an initial deal to buy the 61% of Sky it does not already own, in December 2016.

But unlike Comcast, Fox has faced lengthy political and regulatory delays, and is still waiting for the government to say whether it should be allowed to buy Sky.

Mr Hancock's final decision on whether Comcast should face regulatory scrutiny is due by 4 June.

He said he would give interested parties until 1700 on 24 May to respond to his preliminary decision.

 

[Robert5091]

http://www.ibtimes.com/media-merger-comcast-prepares-top-disneys-50-billion-offer-fox-2683732

Comcast Corp (CMCSA.O) confirmed for the first time on Wednesday it was preparing a higher, all-cash offer for the businesses that Twenty-First Century Fox (FOXA.O) has agreed to sell to Walt Disney Co (DIS.N).

While the U.S. cable operator said it was still considering its position, it said it was in advanced stages of readying an offer that would be “superior” and “at a premium” to Disney’s all stock offer.

“While no final decision has been made, at this point the work to finance the all-cash offer and make the key regulatory filings is well advanced,” Comcast said.

Sources familiar with the deal told Reuters at the start of May that Comcast was preparing bridge financing for a cash offer for the Fox assets, but Wednesday’s statement is the first formal confirmation by the company it is ready to move.

The same sources said Comcast Chief Executive Brian Roberts will only proceed with a bid if a federal judge next month allows AT&T Inc’s ( T.N ) planned $85 billion acquisition of Time Warner Inc ( TWX.N ) to proceed.

 

[Robert5091]

Murdoch's Disney deal would avoid big tax bill, Comcast's cash deal would not -
http://www.philly.com/philly/busine...taxes-takeover-battle-20180525.html?amphtml=y

Warning of conflicts of interest within the Murdoch family, a U.K. hedge fund with $5.3 billion in 21st Century Fox stock told 87-year-old Rupert Murdoch to disregard huge personal tax issues in the sale of Fox assets and consider Comcast Corp.’s potential cash offer.

“The personal tax position of the Murdoch family must be an irrelevant consideration for the board, in order for the board to comply with their fiduciary duties,” wrote Sir Christopher Hohn, managing director of the Children’s Investment Fund, or TCI, in a May 23 “Dear Rupert” letter obtained by the Inquirer and Daily News.
...
Wall Street insiders and tax experts say the Disney all-stock transaction would protect the Murdoch family from big tax liabilities because it would be considered a tax-free reorganization.

A cash deal, meanwhile, could result in 20 percent capital gains taxes and an additional 3.8 percent Medicare-related taxes enacted as part of Obamacare.

New Jersey, California, and other many other states would also tax the gains in a cash deal, said Gary Edelson, the head of the tax department at the Philadelphia law firm Montgomery McCracken. Shareholders who have owned Fox shares for a long time and bought them over a long time at a low price would make the most profits and face the biggest potential tax hit, he said.

“There could be many that would prefer a tax-free reorganization as opposed to a cash deal,” Edelson said Friday.

 

[Robert5091]

https://www.bloomberg.com/view/articles/2018-06-05/murdoch-gets-what-he-wants-out-of-brexit-britain

The U.K. government has all but approved Rupert Murdoch's bid to take full control of Sky Plc. That's good news for the satellite broadcaster's shareholders. It's also a sign that even the most controversial foreign offers for British companies have a fighting chance of success.

U.K. Culture Secretary Matt Hancock said Tuesday he will clear the bid by Murdoch's 21st Century Fox Inc. if the company can find a long-term steward for Sky's news operation -- most likely Walt Disney Co., which has already offered to take the unit on.

There's a two-week deadline for hammering out the details. Underwriting Sky News will be expensive. But Disney has a vested interest in helping Fox get over the line here: the U.S. entertainment giant has a separate deal to buy most of Fox's assets, including its 39 percent stake in Sky — which would become a controlling position if Fox's bid for the rest of the shares succeeds.

Meanwhile, Murdoch himself will want to finish the job of buying Sky even though he's selling up to Disney — an insurance policy if for any reason the deal to sell up to Mickey Mouse’s parent falls through.
...
The main risk to an auction now is that Fox teams up with Comcast — which also covets Murdoch’s assets — and Disney decides not to bid for Sky either.

It's been a long slog for Murdoch. The goal has always been to make this battle about financial power only. That point has nearly arrived. Nearly. Disney needs to convince Hancock it will be a committed owner of Sky News even if its deal for the Fox assets fails, leaving it with a U.K. News operation it would never have bid for otherwise.

 

[Robert5091]

https://www.bbc.com/news/business-44458261

A US district court judge has cleared the merger of telecoms giant AT&T and media firm Time Warner, in a major defeat for government regulators.

The US had sued to block the deal, arguing that it would reduce competition in pay TV and lead to higher prices for consumers.

But Judge Richard Leon rejected those arguments, approving the deal without conditions.

The ruling is expected to lead to other mergers and acquisitions.

The lawsuit against AT&T had sent a signal that the Trump administration's Department of Justice was taking a more hardline stance on such mega-deals.

Analysts say the decision will bolster firms such as Comcast - which is considering bidding for 21st Century Fox assets, including its stake in Sky, in a challenge to a deal announced between Fox and Disney last year.

The whole Sky, Fox, Disney & Comcast struggle explained here https://www.bloomberg.com/news/arti...d-comcast-battling-over-fox-and-sky-quicktake

More at https://www.bloomberg.com/news/arti...-media-to-get-bigger-after-at-amp-t-s-victory

 

[Robert5091]

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/arti...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.

 

[Robert5091]

https://www.bloomberg.com/news/arti...-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.

 

[Robert5091]

The House of Mouse ups the bid ...
https://www.bloomberg.com/news/arti...tened-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.

 

[Robert5091]

https://www.bloomberg.com/news/arti...o-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.

 

[Robert5091]

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.