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News Disney and Fox come to terms -- announcement soon; huge IP acquisition

VJ

Well-Known Member
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Hmm.

https://news.entertainmentearth.com/2019/01/02/disney-fox-acquisition/

Today, Twenty-First Century Fox shareholders got quite a surprise. Their stock election letter came with The Walt Disney Company letterhead (see below). This comes after initial reports that Disney’s $71.3 billion acquisition of Fox was near the end, followed by weeks of media silence and no concrete date.
[...]
Based on the below shareholder letter, it looks like earlier speculation about the January 1, 2019, date was more in line with the actual acquisition timeline. The Disney-Fox acquisition marks an incredible shift in the entertainment industry and there will definitely be more news about it in the coming months. Stay tuned.
 

mab7689

Active Member
I know very little about business mergers and acquisitions, and what little I do I have learnt from research, out of my interest in this very deal. The important question is do stock election letters come before or after closure?

Failing that, could it be the FINAL stage before closure i.e all regulatory approvals received etc?
 
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brodie999

Active Member
Bloomberg: Brazil is expected to give the Disney-Fox deal OK without divestments.

Antitrust regulators in Brazil are expected to approve the media-asset deal between Twenty-First Century Fox and Walt Disney without pressing for any property sales, Bloomberg reports.

The regulator, CADE, is expecting to see a proposal from the two companies that includes behavioral changes after some back-and-forth meetings in December.

Concerns centered on the sports impact from the combination of ESPN and Fox Sports, according to the report, though CADE is aware that other services compete in sports broadcasting.

A ruling could come as soon as Jan. 30, when regulators come back from year-end recess.
 

bartholomr4

Well-Known Member
I know very little about business mergers and acquisitions, and what little I do I have learnt from research, out of my interest in this very deal. The important question is do stock election letters come before or after closure?

Failing that, could it be the FINAL stage before closure i.e all regulatory approvals received etc?
The stock election letters are out today and have a January 28th expiration date. You should expect it to close before that date, but an actual "Legal Day One" has not yet been announced. It could be anytime but usually includes a weekend, as the shares in Disney will be affected. Even though the symbol "DIS" will be surviving, technically there is a "New Disney" corporation which will survive, and the old corporation will no longer exist. FOX shares will issue new versions of the surviving stock and the old stock will no longer trade (and the price of what is left will be dramatically lower).
 

mab7689

Active Member
The stock election letters are out today and have a January 28th expiration date. You should expect it to close before that date, but an actual "Legal Day One" has not yet been announced. It could be anytime but usually includes a weekend, as the shares in Disney will be affected. Even though the symbol "DIS" will be surviving, technically there is a "New Disney" corporation which will survive, and the old corporation will no longer exist. FOX shares will issue new versions of the surviving stock and the old stock will no longer trade (and the price of what is left will be dramatically lower).
I'm just trying to ensure that I don't misunderstand. Does that mean legal day one will be on a weekend then?
 

bartholomr4

Well-Known Member
I'm just trying to ensure that I don't misunderstand. Does that mean legal day one will be on a weekend then?
Just because of the logistics of issuing new stock and shutting down the old, and the fact the deal will not close at the end of a year or quarter, means I am guessing they will time the legal day one with the end of one week and the start of the next. For Disney, I believe the week ends on Saturday and the next week starts on Sunday.... Fox accounting is different, but long story short, I am betting they won’t create any more of an accounting headache than they need to, and will time it with their accounting calendar.
 

mab7689

Active Member
I received my voluntary letter to make my selection if I want cash or Disney stock for my Fox shares.

Thing to take from that is Expiration date is January 28th. They wouldn't set such a date if they didn't plan to close around that time. It's coming soon.
Bloomberg: Brazil is expected to give the Disney-Fox deal OK without divestments.

Antitrust regulators in Brazil are expected to approve the media-asset deal between Twenty-First Century Fox and Walt Disney without pressing for any property sales, Bloomberg reports.

The regulator, CADE, is expecting to see a proposal from the two companies that includes behavioral changes after some back-and-forth meetings in December.

Concerns centered on the sports impact from the combination of ESPN and Fox Sports, according to the report, though CADE is aware that other services compete in sports broadcasting.

A ruling could come as soon as Jan. 30, when regulators come back from year-end recess.
Just because of the logistics of issuing new stock and shutting down the old, and the fact the deal will not close at the end of a year or quarter, means I am guessing they will time the legal day one with the end of one week and the start of the next. For Disney, I believe the week ends on Saturday and the next week starts on Sunday.... Fox accounting is different, but long story short, I am betting they won’t create any more of an accounting headache than they need to, and will time it with their accounting calendar.
Shall we try and project a timeline then.

1. Mexico approves later this month
2. Stock election ends on the 28th
3. Brazil approves on the 30th when CADE reconvenes
4. Disney close the deal on the 31st
5. Legal day one occurs on the first weekend in February, either the 2nd or 3rd.

How does that sound?
 

AnotherDayAnotherDollar

Well-Known Member
Bloomberg: Brazil is expected to give the Disney-Fox deal OK without divestments.

Antitrust regulators in Brazil are expected to approve the media-asset deal between Twenty-First Century Fox and Walt Disney without pressing for any property sales, Bloomberg reports.

The regulator, CADE, is expecting to see a proposal from the two companies that includes behavioral changes after some back-and-forth meetings in December.

Concerns centered on the sports impact from the combination of ESPN and Fox Sports, according to the report, though CADE is aware that other services compete in sports broadcasting.

A ruling could come as soon as Jan. 30, when regulators come back from year-end recess.
Just saw the notification on my phone as well. End of the month or beginning of February is looking very, very likely for the closing of the deal.

@bartholomr4 do you see Iger and co try to get AT&T's 10% of Hulu after this closes since AT&T execs have hinted they are wanting to divest it? Meyer did mention there was no talks at the time when he was interviewed last month.
 

seascape

Well-Known Member
As a result of this deal, we won't actually see the Disney name change in any way will we?
The Walt Disney Company will be the new name just as before. As for the value of Disney stock, it will be going up because it is currently under valued. The value of the Fox assests will be added to the old Disney assests and the new company will have a higher net worth and profits. The daily stock price will vary just like it does now. The stock buy back program will return sooner than originally planned because of the sale of RSNs and Sky. Disney + will also do extremely well and be profitable by 2021. Hulu is growing faster than most people thought and should also reach profitability around the same time.

As for the streaming services the most important thing to consider is the allocation of expenses and profits. Disney should charge Disney + about 15% more than the current Netflix contract. That would cover inflation and properly assess costs. I can't wait to pay for this service and access to the library of movies and shows they have. I would also like to see more shows about the Resorts and Parks. I miss the ones they used to show on the Disney Channel years ago.
 

bartholomr4

Well-Known Member
Just saw the notification on my phone as well. End of the month or beginning of February is looking very, very likely for the closing of the deal.

@bartholomr4 do you see Iger and co try to get AT&T's 10% of Hulu after this closes since AT&T execs have hinted they are wanting to divest it? Meyer did mention there was no talks at the time when he was interviewed last month.
Iger has said he is interested, and AT&T has said they would like to divest themselves of small stakes in “non-strategic” assets. AT&T has the right to sell it to anyone it wants, when a “lock-up” period ends (My memory is saying Summer of 2019, but I don’t remember exactly). I think Disney is the logical bidder, but would also think AT&T wants to wait to get others involved to squeeze out the best price..... Remember, Hulu is not currently profitable, and the current owners have to cover the shortage each year. Disney wants to expand Hulu in Europe, etc., so it is reasonable the shortage will grow over the short run....
 

bartholomr4

Well-Known Member
The Walt Disney Company will be the new name just as before. As for the value of Disney stock, it will be going up because it is currently under valued. The value of the Fox assests will be added to the old Disney assests and the new company will have a higher net worth and profits. The daily stock price will vary just like it does now. The stock buy back program will return sooner than originally planned because of the sale of RSNs and Sky. Disney + will also do extremely well and be profitable by 2021. Hulu is growing faster than most people thought and should also reach profitability around the same time.

As for the streaming services the most important thing to consider is the allocation of expenses and profits. Disney should charge Disney + about 15% more than the current Netflix contract. That would cover inflation and properly assess costs. I can't wait to pay for this service and access to the library of movies and shows they have. I would also like to see more shows about the Resorts and Parks. I miss the ones they used to show on the Disney Channel years ago.
The number of outstanding shares and debt load will also increase. So while assets and revenue will increase, on a per-share basis, the change is not as great. I do agree the price is undervalued.

Iger has said, they will be pricing Disney+ at a price point sunbstantially less than Netflix to start.
 

bartholomr4

Well-Known Member
Reuters News
Brazil Regulator Said to Pass Fox-Disney Deal Without Asset Sale
Posted Jan. 4, 2019, 12:57 PM
Brazil’s antitrust regulator is expected to approve the proposed merger between Walt Disney Co. and 21st Century Fox inc. without asking for any asset sale, said one person familiar with the ruling. Representatives from the companies met with regulators in several meetings in December to discuss the competition concerns from Cade, as the antitrust agency is known.

The companies are expected to present a proposal that includes offers to change behavior to get the deal approved.

Regulators are aware that. According to the report, CADE's ruling could come on January 30th, when they come back from their year-end recess. This would be one of the final hurdles for Disney's acquisition, meaning the purchase would likely be finalized shortly after.

Also, additional information

https://comicbook.com/marvel/2019/01/03/disney-fox-deal-brazil-regulators-approve/
 

mab7689

Active Member
Reuters News
Brazil Regulator Said to Pass Fox-Disney Deal Without Asset Sale
Posted Jan. 4, 2019, 12:57 PM
Brazil’s antitrust regulator is expected to approve the proposed merger between Walt Disney Co. and 21st Century Fox inc. without asking for any asset sale, said one person familiar with the ruling. Representatives from the companies met with regulators in several meetings in December to discuss the competition concerns from Cade, as the antitrust agency is known.

The companies are expected to present a proposal that includes offers to change behavior to get the deal approved.

Regulators are aware that. According to the report, CADE's ruling could come on January 30th, when they come back from their year-end recess. This would be one of the final hurdles for Disney's acquisition, meaning the purchase would likely be finalized shortly after.

Also, additional information

https://comicbook.com/marvel/2019/01/03/disney-fox-deal-brazil-regulators-approve/
The next question is when will Mexico give their approval?
 
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I am mad that there is a government shutdown because of our goofball president Trump. I wonder like even when the Disney Fox closes at the end of this month after getting remaining regulatory approval from Brazil and Mexico if the government shutdown is still ongoing will it affect the Disney Fox merger closure since they have to also sell off the Fox regional sports network to satisfy the US DOJ?
 

bartholomr4

Well-Known Member
I am mad that there is a government shutdown because of our goofball president Trump. I wonder like even when the Disney Fox closes at the end of this month after getting remaining regulatory approval from Brazil and Mexico if the government shutdown is still ongoing will it affect the Disney Fox merger closure since they have to also sell off the Fox regional sports network to satisfy the US DOJ?
The agreement is with a Judge (not impacted by the shut-down) and Disney has 90 days to execute it after the deal closes. The shut-down will have no affect on the merger timing!
 
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