Comcast has made its official bid for most of the assets of 21st Century Fox. The company said it will give USD 35 per share in cash for the businesses. The offer, coming to a total of about USD 65 billion, represents a premium of 19 percent to Disney’s all-stock offer. Comcast said the structure and other terms of its proposal, including with respect to the spin-off of “New Fox”, “are at least as favourable to 21CF shareholders as the Disney offer”. The company also noted that its bid was not dependent on any financing condition.
Regarding Sky, Comcast announced separately that it has made a pre-conditional all-cash firm offer. “We intend to pursue this offer in parallel with our acquisition of 21CF. Of course, the terms of any transaction between Comcast and 21CF will need to be consistent with our respective obligations under the UK takeover regime.”In the letter sent by Comcast to the Murdoch family, Comcast specified that it is offering the same regulatory commitments as Disney, and the same USD 2.5 billion reverse termination fee. To further show its commitment, Comcast said it is also offering to pay back the USD 1.525 billion break-up fee to be paid by to Disney, for a total cost to Comcast of USD 4.025 billion, should the transaction not close on the back of regulatory hurdles.
Comcast said it filed the necessary documentation with the Department of Justice and is confident it will receive international approvals, given its relatively small presence outside of the US. The company’s board of directors has unanimously approved the proposal, and that no Comcast shareholder vote will be required for the deal.
Comcast noted that 21CF scheduled its vote on the Disney merger proposal for 10 July and said it was available to talk as soon as possible.
Consumer group Public Knowledge said the takeover of 21CF by Comcast would severely harm competition, raising prices for consumers. “This deal raises such significant antitrust and regulatory concerns that it’s difficult to imagine it receiving more favourable enforcement treatment than the AT&T-Time Warner merger…The public interest must take precedence over Comcast's ambition.”
