Shareholder quickly vote to allow $71.3B deal

LOS ANGELES--Shareholders for the Walt Disney Co. and 21 Century Fox quickly approved their estimated $71.3 billion merger on Friday in a deal that could radically alter the media landscape.

The voting process, which took less than 15 minutes, ended a dramatic dealmaking process that involved rival bids from Comcast that jacked up the price nearly $19 billion since News Corp. owner Rupert Murdoch made his initial offer of $52 billion in December. In the merger, Disney will acquire Fox’s television and movie studio, cable television channels FX and National Geographic, a stake in streaming service Hulu, television operations in India and Fox’s 39 percent stake in London-based pay-TV company Sky. 

Under the amended agreement, Disney will pay $35 billion in cash and distribute about 343 million shares of new Disney stock to 21st Century Fox shareholders, who will end up owning approximately 20 percent of Disney. Fox shareholders can elect to receive $38 per share or cash in Disney. The overall mix of consideration paid to 21st Century Fox shareholders will be approximately 50 percent cash and 50 percent stock.

Although the merger has already receive DOJ approval late last month with the sale of some regional sports networks, the deal is not expected to be approved until next year, since it faces additional regulatory approval from foreign governments. Disney said it is raising approximately $34 billion to help finance the transaction.

The acquisition will occur immediately after the spin-off by 21st Century Fox of the Fox Broadcasting network and stations, Fox News Channel, Fox Business Network, FS1, FS2 and Big Ten Network into a newly listed company referred to as New Fox. If 21st Century Fox completes its acquisition of the 61 percent of Sky it doesn’t already own prior to closing of the Disney acquisition, Disney would assume full ownership of Sky, including the assumption of its outstanding debt, upon closing.

Among other plans, Disney will use the acquisition to take on rivals Netflix and Amazon with a Disney-branded streaming video on demand service that will feature Disney, Pixar, Marvel and Star Wars films along with a host of exclusive original content and library titles service in late 2019. Disney will also take a controlling stake in Hulu..

“We’re incredibly pleased that shareholders of both companies have granted approval for us to move forward, and are confident in our ability to create significant long-term value through this acquisition of Fox’s premier assets,” said Disney Chairma/CEO Bob Iger. “We remain grateful to Rupert Murdoch and to the rest of the 21st Century Fox board for entrusting us with the future of these extraordinary businesses, and look forward to welcoming 21st Century Fox’s stellar talent to Disney and ultimately integrating our businesses to provide consumers around the world with more appealing content and entertainment options.”