Disney Wins Bidding War to Buy 21st Century Fox; Acquisition Complete

[kaw]

CNBC reports that 21st Century Fox has been holding talks to sell most of its company to Disney, which would include the feature film and television divisions, meaning Star Wars: A New Hope would officially be owned by Lucasfilm/Disney. It would also mean that every major Marvel Comics property that Fox owns—including X-Men, Fantastic Four, and Deadpool—would potentially come under the Marvel Studios umbrella, opening the door to combine these various characters and universes with the Marvel Cinematic Universe.

This is very early and CNBC notes that at this very moment, the two companies aren’t talking. But apparently there’s been an on again/off again relationship with these negotiations, so they could resume at any minute. And indeed, this CNBC story feels like a leak intended to move the conversation along.

21st Century Fox’s management is under the belief that they can’t compete with the media scale of other studios, and that Disney has the scale necessary to take its film and television productions to new heights.

But 21st Century Fox wouldn’t sell all of its company. By offloading its media properties, the studio would keep a tight focus on news and sports. Since a company can’t own two broadcast networks, Fox would remain under the 21st Century Fox control/umbrella, as would the Fox sports programming as Disney believes joining forces between ESPN and Fox Sports could be seen as anti-competitive from an antitrust standpoint. The same reasoning relates to their decision not to buy Fox News or Fox Business, which would also remain with 21st Century Fox.

But Disney would own the movie studio, TV production and international assets, and networks such as FX and National Geographic. The movie implications are the largest here, at least from a consumer standpoint.

Source: Collider

 

[yeslek]

not sure if this is a better or worse thing than Disney getting them....

 

[tommyh84]

not sure if this is a better or worse thing than Disney getting them....

If you're an MCU fan worse obviously

 

[HUBMUSWELL]

Comcast buying Fox / Sky would be a better fit Internationally than Disney...A lot of people would be made redundant though as there's a lot of overlap

 

[tridon]

Phew, this is getting interesting...

Disney has raised its offer to acquire the studio and cable network assets of 21st Century Fox to $71.3 billion in cash and stock, reports Deadline.

According to the trade the new offer is approximately $19 billion larger than the one Fox accepted last year, and nearly 10% higher than the $65 billion offer Comcast put on the table last week.

Deadline reports most analysts and industry observers had expected Disney to match Comcast, but not go so much higher.

Disney's new offer is reportedly $38 per share in cash and stock, along with taking on $13.8B of Fox’s net debt, increasing the total transaction to $85.1B.

“We are extremely proud of the businesses we have built at 21st Century Fox, and firmly believe that this combination with Disney will unlock even more value for shareholders as the new Disney continues to set the pace at a dynamic time for our industry,” said Rupert Murdoch, Fox’s Executive Chairman, according to Deadline. “We remain convinced that the combination of 21CF’s iconic assets, brands and franchises with Disney’s will create one of the greatest, most innovative companies in the world.”

In light of the new Disney offer, Fox has reportedly not concluded that the June offer from Comcast would count as a “superior proposal,” as per the existing merger agreement with Disney, but the new amended offer still allows the Fox board of directors to evaluate a new competing proposal.

From Newsarama

 

[tridon]

Looks like it's official now; Disney is buying Fox. From ComingSoon...

The Walt Disney Company today announced that it has signed an amended acquisition agreement with 21st Century Fox for $71.3 Billion ($38 per share in cash and stock). Disney will acquire 21st Century Fox immediately following the spin-off of the businesses comprising “New Fox” as previously announced. This news comes after Comcast made an aggressive $65 billion all-cash offer last week for the 21st Century Fox assets, forcing Disney to increase its initial $52.4 billion purchase for the Fox acquisition.

For movie fans, as of now this means that presumed plans to reintegrate characters like Fantastic Four and X-Men (including Deadpool) into Disney’s Marvel Cinematic Universe remain intact, as does the total acquisition of Fox’s distribution rights to the original 1977 Star Wars for Lucasfilm. Disney will also now control the rights to such current Fox cinematic franchises as Avatar, Planet of the Apes, Alien, Predator, Die Hard, Kingsman, Ice Age and Night at the Museum. On the TV side some titles they will control include The Simpsons, Family Guy, Legion, American Horror Story, The Orville, NBC’s This Is Us and ABC’s Modern Family. In 2017, Disney’s Buena Vista held a dominant 21.8% of the movie market share, while 20th Century Fox held 12%

“The acquisition of 21st Century Fox will bring significant financial value to the shareholders of both companies, and after six months of integration planning we’re even more enthusiastic and confident in the strategic fit of the assets and the talent at Fox,” said Robert A. Iger, Chairman and Chief Executive Officer, The Walt Disney Company. “At a time of dynamic change in the entertainment industry, the combination of Disney’s and Fox’s unparalleled collection of businesses and franchises will allow us to create more appealing high-quality content, expand our direct-to-consumer offerings and international presence, and deliver more personalized and compelling entertainment experiences to meet growing consumer demand around the world.”

Transaction Details

Disney is expected to pay a total of approximately $35.7 billion in cash and issue approximately 343 million new shares to 21st Century Fox shareholders, representing about a 19% stake in Disney on a pro forma basis.

The collar on the stock consideration will ensure that 21st Century Fox 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. 21st Century Fox shareholders will receive an exchange ratio of 0.3324 shares of Disney common stock if the average Disney stock price at closing is above $114.32 and 0.4063 shares of Disney common stock if the average Disney stock price at closing is below $93.53. Elections of cash and stock will be subject to proration to the extent cash or stock is oversubscribed.

Disney will also assume about $13.8 billion of net debt of 21st Century Fox. The acquisition price implies a total equity value of approximately $71.3 billion and a total transaction value of approximately $85.1 billion (assuming no tax adjustment). Disney has secured financing commitments for the cash portion of the acquisition.

The amended transaction 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.

As announced in the original acquisition agreement, the businesses to be acquired by Disney include 21st Century Fox’s film production businesses, including Twentieth Century Fox, Fox Searchlight Pictures and Fox 2000 Pictures; Fox’s television creative units, Twentieth Century Fox Television, FX Productions and Fox21; FX Networks; National Geographic Partners; Fox Sports Regional Networks; Fox Networks Group International; Star India; and Fox’s interests in Hulu, Sky plc, and Tata Sky. The acquisition will occur immediately after the spin-off by 21st Century Fox of the Fox Broadcasting network and stations, Fox News Channel, Fox Business Network, FS1, FS2 and Big Ten Network into a newly listed company referred to as New Fox. If 21st Century Fox completes its acquisition of the 61% of Sky it doesn’t already own prior to closing of the Disney acquisition, Disney would assume full ownership of Sky, including the assumption of its outstanding debt, upon closing.

The acquisition will significantly increase Disney’s international footprint and expand the content and distribution for its direct-to-consumer (DTC) offerings, which include ESPN+ for sports fans; a Disney-branded streaming video-on-demand service launching in late 2019 that will feature Disney, Pixar, Marvel and Star Wars films along with a host of exclusive original content and library titles; and its ownership stake in Hulu. As a result of the acquisition, Disney will hold a controlling stake in Hulu.

Disney believes the transaction has a clear and timely path to regulatory approval. Both companies have spent the past six months working toward meeting all conditions necessary for closing. In the amended agreement, Disney has increased the scope of its commitment to take actions required to secure regulatory approval.

The amended agreement has been approved by the boards of directors of Disney and 21st Century Fox. The transaction is subject to approval by Disney and 21st Century Fox shareholders, clearance under the Hart-Scott-Rodino Antitrust Improvements Act, a number of other non-United States merger and other regulatory reviews, and other customary closing conditions. Both companies had been scheduled to hold shareholder meetings on the previously announced transaction on July 10. In light of the amended agreement, the companies are required to prepare updated SEC filings and proxy materials which will be sent to shareholders. A new date for the shareholder meetings will be announced.

 

[tridon]

Well, who's happy? I'm sure 90% of people were hoping for Fox to go with Disney rather than Comcast. I was in the other 10%.

I don't feel good about all of my favourite franchises falling under Disney's castle roof. I enjoy the hell out of the X-Men films and I'm not looking forward to them likely becoming failed Hydra/SHIELD experiments... and probably all children so they quip back and forth with Holland's Spider-Man. Will Deadpool get PG'ed or will they recast Ryan Reynolds -- arguably the perfect Deadpool actor. How will Marvel's First Family fit in with the current MCU? A bummer that Silver Surfer and Galactus are now in the fold after all the original MCU characters/actors are retiring. Not looking forward to seeing what happens with Alien and Predator under the umbrella. Curious how this will affect Guillermo del Toro's recent deal with Fox Searchlight... or James Cameron's next four Avatar films that are already in production. Speaking of which, this means that Disney now holds every $2-billion film in their hands (Avatar, Titanic which was a Fox/Paramount production, Star Wars, Infinity War).

There's just too many damn questions.

 

[Noodles]

Well, who's happy? I'm sure 90% of people were hoping for Fox to go with Disney rather than Comcast. I was in the other 10%.

I don't feel good about all of my favourite franchises falling under Disney's castle roof. I enjoy the hell out of the X-Men films and I'm not looking forward to them likely becoming failed Hydra/SHIELD experiments... and probably all children so they quip back and forth with Holland's Spider-Man. Will Deadpool get PG'ed or will they recast Ryan Reynolds -- arguably the perfect Deadpool actor. How will Marvel's First Family fit in with the current MCU? A bummer that Silver Surfer and Galactus are now in the fold after all the original MCU characters/actors are retiring. Not looking forward to seeing what happens with Alien and Predator under the umbrella. Curious how this will affect Guillermo del Toro's recent deal with Fox Searchlight... or James Cameron's next four Avatar films that are already in production. Speaking of which, this means that Disney now holds every $2-billion film in their hands (Avatar, Titanic which was a Fox/Paramount production, Star Wars, Infinity War).

There's just too many damn questions.

Honestly, I'd rather it was Disney than Comcast... overall I'm 50/50 on the whole thing though, because it can only go one of two ways (good or bad, obviously). I remember immediately going into panic mode when they bought Lucasfilm, but that certainly turned out for the best IMO, so I'm just going to let everything play out and see how it all goes before making my mind up.

P.S. As a Star Wars fan I'm actually super excited, because maybe now we'll finally get to see the original cut of the first three films in HD!

 

[tridon]

Honestly, I'd rather it was Disney than Comcast... overall I'm 50/50 on the whole thing though, because it can only go one of two ways (good or bad, obviously). I remember immediately going into panic mode when they bought Lucasfilm, but that certainly turned out for the best IMO, so I'm just going to let everything play out and see how it all goes before making my mind up.

P.S. As a Star Wars fan I'm actually super excited, because maybe now we'll finally get to see the original cut of the first three films in HD!

Ah, well that makes sense why you'd be excited then. I've never been a hardcore Star Wars fan, but I think Disney has done a so-so job with the franchise so far. Rogue One is the best film, in my opinion. TFA was really good, too. TLJ was incredibly mediocre, though, and I don't even have an interest in Han Solo. But I'm not the obvious audience for those films, so if you're happy as a hardcore fan, that's awesome.

 

[tridon]

From ComingSoon:

In a new report on the current climate at 20th Century Fox, The Wall Street Journal brings word that Disney has plans to release any movies from the studio that are completed or in the middle of production when Disney’s acquisition is complete. As expected, the outlet goes on to say it’s unknown what will happen to the films that Fox is in the midst of developing or if Disney will even continue to use the Fox brand as a feature studio under their umbrella.

The two biggest franchises Disney is likely to merge into their own library seamlessly will be Avatar and the X-Men/Fantastic Four, but will most likely discontinue work on films that do not fit their family-friendly image. The WSJ notes some insiders believe that Disney will continue with the likes of the Jack London adaptation of Call of the Wild among other more Disney-like films.

It remains to be seen when the Fox acquisition will be completed as there are many approvals still to be had, but films like Spies in Disguise (due out September 13, 2019), The Woman in the Window (set for October 4, 2019), and Death on the Nile (set for December 20, 2019, the same day as Star Wars: Episode IX) could end up being Disney releases.

Along with the films, some insiders believe that there are at least two subsidiaries of FOX’s film division that Disney will not disband. Walt Disney CEO has publicly lauded Fox Searchlight, home of Best Picture winner The Shape of Water, and FOX 2000, the section of FOX focused on literary adaptions like this year’s Love, Simon.

 

[tridon]

From ComingSoon:

In a new report on the current climate at 20th Century Fox, The Wall Street Journal brings word that Disney has plans to release any movies from the studio that are completed or in the middle of production when Disney’s acquisition is complete. As expected, the outlet goes on to say it’s unknown what will happen to the films that Fox is in the midst of developing or if Disney will even continue to use the Fox brand as a feature studio under their umbrella.

The two biggest franchises Disney is likely to merge into their own library seamlessly will be Avatar and the X-Men/Fantastic Four, but will most likely discontinue work on films that do not fit their family-friendly image. The WSJ notes some insiders believe that Disney will continue with the likes of the Jack London adaptation of Call of the Wild among other more Disney-like films.

It remains to be seen when the Fox acquisition will be completed as there are many approvals still to be had, but films like Spies in Disguise (due out September 13, 2019), The Woman in the Window (set for October 4, 2019), and Death on the Nile (set for December 20, 2019, the same day as Star Wars: Episode IX) could end up being Disney releases.

Along with the films, some insiders believe that there are at least two subsidiaries of FOX’s film division that Disney will not disband. Walt Disney CEO has publicly lauded Fox Searchlight, home of Best Picture winner The Shape of Water, and FOX 2000, the section of FOX focused on literary adaptions like this year’s Love, Simon.

So, Disney's main focus will be Avatar and bringing the X-Men and Fantastic Four over to the MCU... and everything else will likely be never looked at it again. This means no more Alien, Predator, or Die Hard... just as I expected. Everyone kept saying, "Oh, they have Touchstone Pictures and Miramax and blah blah blah," and I figured that wasn't going to make any difference. They're only focussed on the PG properties. Such a shame.

Sorry, but I guess I'll just forever have to be bitter about this acquisition on my own. I really wish Comcast would've bought 20th Century Fox. My favourite franchises would've been in much better hands over there.

 

[Wreck]

So, Disney's main focus will be Avatar and bringing the X-Men and Fantastic Four over to the MCU... and everything else will likely be never looked at it again. This means no more Alien, Predator, or Die Hard... just as I expected. Everyone kept saying, "Oh, they have Touchstone Pictures and Miramax and blah blah blah," and I figured that wasn't going to make any difference. They're only focussed on the PG properties. Such a shame.

Sorry, but I guess I'll just forever have to be bitter about this acquisition on my own. I really wish Comcast would've bought 20th Century Fox. My favourite franchises would've been in much better hands over there.

I'm hoping they sell off properties they dont really plan to use. It'll be weird cause it depends how they value stuff. Some make a lot of money in licensing and that goes one of two ways .. they can separate themselves from it for good money, or they may dumb them down. Example..... Predator franchise, I could see them being fine with PG-13 Predator movies .... not saying we would all like that, but it would still sell tickets and licensing. Die Hard? what are they gonna do besides the same? reboot as pg 13 or sell it off .... or worse, be tossed away into the archives of film history forever. who knows, maybe that is better. the movies keep sucking ... nothing like the classics, either reboot , or stop and just do merch.

 

[tridon]

I'm hoping they sell off properties they dont really plan to use. It'll be weird cause it depends how they value stuff. Some make a lot of money in licensing and that goes one of two ways .. they can separate themselves from it for good money, or they may dumb them down. Example..... Predator franchise, I could see them being fine with PG-13 Predator movies .... not saying we would all like that, but it would still sell tickets and licensing. Die Hard? what are they gonna do besides the same? reboot as pg 13 or sell it off .... or worse, be tossed away into the archives of film history forever. who knows, maybe that is better. the movies keep sucking ... nothing like the classics, either reboot , or stop and just do merch.

Honestly, I'm not too worried about Die Hard. The last one was garbage and the upcoming one doesn't sound too great as far as the story goes. With Predator, they COULD do PG-13, but it'd still fall on the outside of their family-friendly image. My main concern is Alien. I love those films -- even the bad ones. I'll miss seeing the conclusion to Ridley's Prometheus trilogy.

Though, if Disney owns Predator and they own Alien, they could technically introduce those mythologies into the MCU or Star Wars. I'd hate it, but they could do it.

 

[Noodles]

Nearly two years after Disney’s multi-billion dollar deal to acquire key entertainment assets from 21st Century Fox was announced, the Disney-Fox acquisition has been completed to the tune of $71.3 billion. The acquisition will become effective at 12:02 a.m. Eastern Time March 20, 2019.

Source

 

[Noodles]

Reynolds' response is a humorous one, as always.

 

[tridon]

Well, it's finally here, eh? I hope things go well, but if they go the way that I'm expecting, then...

R.I.P. Alien

R.I.P. Predator

R.I.P. Die Hard

R.I.P. Planet of the Apes

R.I.P. (Fo)X-Men

 

[Noodles]

Well, it's finally here, eh? I hope things go well, but if they go the way that I'm expecting, then...

R.I.P. Alien

R.I.P. Predator

R.I.P. Die Hard

R.I.P. Planet of the Apes

R.I.P. (Fo)X-Men

I remember having similar fears when they bought Star Wars, but look how that turned out... it's great to be a SW fan right now! They promised Deadpool would stay R-rated, so I've faith that they'll also keep the same tone for all the other franchises you mentioned. Hell, Predator and Die hard can't get much worse than what they currently are (the last films were trash IMO), so they can only improve lol. All that being said, I'm just glad Fox gave their Ape's films a definitive ending, so now I'm more than happy to accept a reboot.

 

[Noodles]

Love Bosslogic's edit... especially Thor's reflection in the window.

 

[kaw]

This is the header for https://www.thewaltdisneycompany.com/

Crazy to finally see...

 

[tridon]

Fox just announced at Disney's CinemaCon panel that new entries into the PLANET OF THE APES, KINGSMAN, AVATAR, ALIEN, and MAZE RUNNER franchises are in the works and will still happen!

 

[kaw]

Fox just announced at Disney's CinemaCon panel that new entries into the PLANET OF THE APES, KINGSMAN, AVATAR, ALIEN, and MAZE RUNNER franchises are in the works and will still happen!

Kind of surprised about Maze Runner. I Personally LOVED the first movie (liked the other two) and read the books as well.
I know there are a few more books in the series that are prequels that I guess they could do... But It kind of seems like a good point to end it.
I don't think ANYONE was asking for more. I was just happy Wes Ball was able to move on to something else and do something really great. I really hope they don't drag him back.