20th Jun 2018 13:54
PHILADELPHIA (Alliance News) - Twenty-First Century Fox Inc announced Wednesday the company has entered into an amended and restated merger agreement with Walt Disney Co under which Disney has agreed to acquire for a price of USD38 per 21CF share the same businesses Disney agreed to acquire under the previously announced merger agreement, including Fox's stake in the UK's Sky PLC.
This price represents a significant 35% increase over the purchase price of approximately USD28 per share included in the Disney Merger Agreement when it was announced in December 2017.
The company said the amended and restated all-share Disney merger agreement offers a package of consideration, flexibility and deal certainty enhancements that is superior to the all-cash proposal made by the Comcast Corp on June 1.
Under the amended agreement, Disney would acquire those businesses on substantially the same terms, except that, among other things, Disney's offer allows 21CF stockholders to elect to receive their consideration, on a value equalized basis, in the form of cash or stock, subject to 50/50 proration. The collar on the stock consideration will ensure that 21st Century Fox shareholders will receive a number of Disney shares equal to USD38 in value if the average Disney stock price at closing is between USD93.53 and USD114.32.
Rupert Murdoch, executive chairman of 21st Century Fox, said: "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."
The company has postponed its special meeting of stockholders to a future date in order to provide stockholders the opportunity to evaluate the terms of Disney's revised proposal and other developments to date.
Related Shares:
Sky