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Fox shareholders to vote on $71 billion Disney bid July 27

The 21st Century Fox logo is shown outside its New York office, Thursday, June 14, 2018. (Mark Lennihan / Associated Press)
The 21st Century Fox logo is shown outside its New York office, Thursday, June 14, 2018. (Mark Lennihan / Associated Press)

Time is running short for Comcast Chief Executive Officer Brian Roberts.

Now that a date is set for shareholders of 21st Century Fox to vote on Walt Disney Co.’s $71.3 billion offer for its entertainment assets, all eyes are on what Roberts will do next. Fox’s special shareholder meeting is scheduled for 10 a.m. on July 27 at the New York Hilton in midtown Manhattan, Disney said in a regulatory filing, adding that its shareholders will also consider the transaction.

Disney won antitrust approval for its deal from the U.S. Department of Justice on Wednesday, giving it another edge over Comcast, which is also vying for the assets. The Fox board last week accepted Disney’s sweetened bid for a trove of media properties ranging from “The Simpsons” to “X-Men,” favoring its offer over Comcast’s interest for a second time.

Fox’s controlling shareholders, Rupert Murdoch and his family, can only vote their 17 percent economic interest in a takeover vote because Class A and B shareholders each have the same voting power.

Fox first agreed in December to sell the assets to Disney in a $52.4 billion transaction, overlooking Comcast’s interest mainly because of concerns the cable television company would have greater difficulty obtaining regulatory approval. Comcast countered with a $65 billion, all-cash offer this month before Disney sweetened its proposal to include cash and stock.

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.

Roberts has said he expects the Justice Department to review his proposed takeover plan at the same speed at which it ruled on Disney’s deal. And because Comcast has less of a presence outside the U.S., the company expects it can get international clearance easily. It also shouldn’t need a review by the Federal Communications Commission, Comcast has said.


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