The Walt Disney Company (“Disney”) (NYSE: DIS) and Twenty-First
Century Fox, Inc. (“21CF”) (NASDAQ: FOXA, FOX), in connection with
Disney’s acquisition of 21CF (the “Acquisition”), announced today
the preliminary results of the elections made by 21CF stockholders
regarding the form of consideration they wish to receive in
exchange for their shares of 21CF common stock in the Acquisition
in accordance with the Amended and Restated Agreement and Plan of
Merger (the "Merger Agreement"), dated as of June 20, 2018, by and
among 21CF, Disney, TWDC Holdco 613 Corp., the holding company that
will own both Disney and 21CF following the completion of the
transactions contemplated thereby (“New Disney”), and certain of
Disney’s other subsidiaries.
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As previously announced, the deadline for 21CF stockholders to
have made an election as to the form of consideration they wish to
receive in connection with the Acquisition was 5:00 p.m., Eastern
Time, on March 14, 2019 (the “Election Deadline”).
Based on available information as of the Election Deadline, the
preliminary election results were:
- Holders of 959,919,192 shares of 21CF
common stock, or approximately 51.57% of outstanding shares,
elected to receive cash;
- Holders of 682,198,198 shares of 21CF
common stock, or approximately 36.65% of outstanding shares,
elected to receive shares of common stock of New Disney; and
- Holders of 219,388,371 shares of 21CF
common stock, or approximately 11.79% of outstanding shares, did
not make an election.
The preliminary election results are subject to a notice of
guaranteed delivery procedure. The final election results may
therefore differ materially from the preliminary election
results.
After the final election results are determined, the allocation
of the consideration in the Acquisition will be calculated using
the formulas set forth in the Merger Agreement. Based on the
preliminary election results and the proration and adjustment
procedures set forth in the Merger Agreement, holders of 21CF
shares that elected to receive cash for their 21CF shares are
expected to receive a portion of their consideration in shares of
New Disney common stock.
As previously announced, Disney and 21CF anticipate the
effectiveness of the Acquisition to occur at 12:02 a.m. Eastern
Time on March 20, 2019.
About Disney
Disney, together with its subsidiaries, is a diversified
worldwide entertainment company with operations in four business
segments: Media Networks; Parks, Experiences and Products; Studio
Entertainment; and Direct-to-Consumer and International. Disney is
a Dow 30 company and had annual revenues of $59.4 billion in its
Fiscal Year 2018. For more information about Disney, please visit
www.thewaltdisneycompany.com.
About 21CF
21CF is one of the world's leading portfolios of cable,
broadcast, film, pay TV and satellite assets spanning six
continents across the globe. Reaching more than 1.8 billion
subscribers in approximately 50 local languages every day, 21CF is
home to a global portfolio of cable and broadcasting networks and
properties, including FOX, FX, FXX, FXM, FS1, Fox News Channel, Fox
Business Network, FOX Sports, Fox Sports Network, National
Geographic Channels, Star India, 28 local television stations in
the U.S. and more than 350 international channels; film studio
Twentieth Century Fox Film; and television production studios
Twentieth Century Fox Television and a 50 per cent ownership
interest in Endemol Shine Group. For more information about 21CF,
please visit www.21CF.com.
Cautionary Notes on Forward Looking Statements
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “see,” “will,” “would,” “target,” similar
expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
consummation of the proposed transaction and the anticipated
benefits thereof. These and other forward-looking statements are
not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements, including the failure to consummate the proposed
transaction or to make any filing or take other action required to
consummate such transaction in a timely matter or at all, are not
guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements. Important risk factors that may cause such a difference
include, but are not limited to: (i) the completion of the proposed
transaction may not occur on the anticipated terms and timing or at
all, (ii) the risk that a condition to closing of the transaction
may not be satisfied (including, but not limited to, the receipt of
legal opinions with respect to the treatment of certain aspects of
the transaction under U.S. and Australian tax laws), (iii) the risk
that the anticipated tax treatment of the transaction is not
obtained, (iv) an increase or decrease in the anticipated
transaction taxes (including due to any changes to tax legislation
and its impact on tax rates (and the timing of the effectiveness of
any such changes)) to be paid in connection with the separation
prior to the closing of the transactions could cause an adjustment
to the number of shares of New Disney, a new holding company that
will become a parent of both Disney and 21CF, and the cash amount
to be paid to holders of 21CF’s common stock, (v) potential
litigation relating to the proposed transaction that could be
instituted against 21CF, Disney or their respective directors, (vi)
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the transactions,
(vii) risks associated with third party contracts containing
consent and/or other provisions that may be triggered by the
proposed transaction, (viii) negative effects of the announcement
or the consummation of the transaction on the market price of
21CF’s common stock, Disney’s common stock and/or New Disney’s
common stock, (ix) risks relating to the value of the New Disney
shares to be issued in the transaction and uncertainty as to the
long-term value of New Disney’s common stock, (x) the potential
impact of unforeseen liabilities, future capital expenditures,
revenues, expenses, earnings, synergies, economic performance,
indebtedness, financial condition and losses on the future
prospects, business and management strategies for the management,
expansion and growth of New Disney’s operations after the
consummation of the transaction and on the other conditions to the
completion of the Acquisition, (xi) the risks and costs associated
with, and the ability of New Disney to, integrate the businesses
successfully and to achieve anticipated synergies, (xii) the risk
that disruptions from the proposed transaction will harm 21CF’s or
Disney’s business, including current plans and operations, (xiii)
the ability of 21CF or Disney to retain and hire key personnel,
(xiv) adverse legal and regulatory developments or determinations
or adverse changes in, or interpretations of, U.S., Australian or
other foreign laws, rules or regulations, including tax laws, rules
and regulations, that could delay or prevent completion of the
proposed transactions or cause the terms of the proposed
transactions to be modified, (xv) the ability of the parties to
obtain or consummate financing or refinancing related to the
transactions upon acceptable terms or at all, (xvi) as well as
management’s response to any of the aforementioned factors.
These risks, as well as other risks associated with the proposed
transactions, are more fully discussed in the updated joint proxy
statement/prospectus included in the registration statement on Form
S-4 of New Disney that was filed in connection with the
transaction, and in the information statement included in the
registration statement on Form 10 with respect to Fox Corporation.
While the list of factors presented here and in the updated joint
proxy statement/prospectus included in the Form S-4 and in the
information statement included in the Form 10 of Fox Corporation
are considered representative, no such list should be considered to
be a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks, any of which
could have a material adverse effect on 21CF’s, Disney’s, New
Disney’s or Fox Corporation’s consolidated financial condition,
results of operations, credit rating or liquidity. Neither 21CF,
Disney, New Disney nor Fox Corporation assume any obligation to
publicly provide revisions or updates to any forward looking
statements, whether as a result of new information, future
developments or otherwise, should circumstances change, except as
otherwise required by securities and other applicable laws.
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Media Contacts:
The Walt Disney Company:
Zenia Muchazenia.mucha@disney.com(818) 560-5300
David Jeffersondavid.j.jefferson@disney.com(818) 560-4832
21st Century Fox:
Nathaniel Brownnbrown@21cf.com(212) 852-7746
Investor Contacts:
The Walt Disney Company:
Lowell Singerlowell.singer@disney.com(818) 560-6601
21st Century Fox:
Reed Nolternolte@21cf.com(212) 852-7092
Mike Petriempetrie@21cf.com(212) 852-7130
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