Comcast takes on Disney with $65bn all-cash offer for Fox
14 June 2018 | Natalie Bannerman
Comcast has officially thrown its hat into the ring with an all-cash offer of $65 billion to acquire Rupert Murdoch's Twenty-First Century Fox.
The $65 billion deal amounts to $35.00 per share in cash, roughly 19% more than Disney’s all-stock offer of $52.4 billion.
The news was confirmed in a letter from Comcast to the board of directors over at Twenty-First Century Fox address to Rupert, Lachlan and James Murdoch. The details of the offer including the structure of the company with respect to the spin-off of “New Fox” and the regulatory risk provisions and related termination fee, are agreeable to the Twenty-First Century Fox shareholders.
In the letter signed by Comcast chairman Brian Roberts, he writes that Comcast has “long admired what the Murdoch family has built at Twenty-First Century Fox” adding that they were “disappointed when Twenty-First Century Fox decided to enter into a transaction with The Walt Disney Company, even though we had offered a meaningfully higher price”.
Interestingly it was the positive outcome of the recent AT&T/Time Warner case that prompted this new all-cash offer. Roberts said that they are “highly confident that our proposed transaction will obtain all necessary regulatory approvals in a timely manner and that our transaction is as or more likely to receive regulatory approval than the Disney transaction.”
Other details include the same $2.5 billion reverse termination fee agreed to by Disney including the offer to “reimburse the $1.525 billion break-up fee to be paid by you to Disney, for a total cost to Comcast of $4.025 billion, in the highly unlikely scenario that our transaction does not close because we fail to obtain all necessary regulatory approvals.”
Comcast say it has already made its HSR filing which formally starts its regulatory review with the Department of Justice (DOJ), it has also submitted a large number of documents and data to the DOJ in connection with its review of the Disney transaction. No Comcast shareholder vote is required for the transaction and its board of directors have unanimously approved the deal, also it has “highly confident letters from Bank of America Merrill Lynch and Wells Fargo” to support the fact that it doesn’t require a financing condition.
Fox has until 10 July to vote on the Disney merger proposal and Roberts says that “time is of the essence” adding that the company has filed “a preliminary proxy statement with the SEC in opposition to the Disney merger proposal” and that he hopes to meet with Fox to reach an agreement “over the next several days.”
As for the $31bn cash offer for Sky announced back in February, Comcast said “We intend to pursue this offer in parallel with our acquisition of Twenty-First Century Fox. Of course, the terms of any transaction between Comcast and Twenty-First Century Fox will need to be consistent with our respective obligations under the UK takeover regime.”
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