International. 21 Century Fox and The Walt Disney Company announced that the shareholders of the two companies approved all proposals related to Disney's acquisition of 21st Century Fox.
The proposals included the adoption by 21st Century Fox shareholders of the merger agreement with Disney and the distribution merger agreement for the spin-off of the new "Fox". Disney shareholders approved the issuance of new common shares to be distributed to 21st Century Fox shareholders as part of the acquisition.
Under Disney's merger agreement, shareholders of 21st Century Fox can choose to receive $38 per share in cash or shares of New Disney, a new holding company that will become the parent of Disney and 21st Century Fox (consideration may be subject to adjustments for certain tax obligations).
The overall combination of consideration paid to 21st Century Fox shareholders will be approximately 50% in cash and 50% in stock. The stock consideration is subject to a necklace that will ensure that 21st Century Fox shareholders receive a consideration equivalent to $38 in value if the average Disney stock price at closing is between $93.53 and $114.32.
Disney expects to pay a total of approximately $35.7 billion in cash and issue approximately 343 million shares of New Disney to 21st Century Fox shareholders. As a result, the current shareholders of 21st Century Fox will own a 17-20% stake in New Disney.
Last month, the U.S. Department of Justice signed a consent decree with Disney and 21st Century Fox that allows the transaction to continue, while requiring the sale of Fox Sports' regional networks. Completion of the transaction is subject to a number of mergers outside the United States and other regulatory reviews, and other customary closing conditions.
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