BURBANK, California and NEW YORK – (BUSINESS WIRE) – March 15, 2019 – The Walt Disney Company ("Disney") (NYSE: DIS) and Twenty-First Century Fox, Inc. ("21CF") (NASDAQ: FOXA, FOX), in connection with the acquisition by Disney of 21CF ("Acquisition"), announced today the preliminary results of the elections made by 21CF shareholders on the form of consideration they wish to receive in exchange for their shares of 21CF common shares in the acquisition in accordance with the revised and amended Agreement and the Merger Plan (the "Merger Agreement"), dated 20 June 2018, from and between 21CF, Disney, TWDC Holdco 613 Corp. , the company company that will hold both Disney and 21
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As previously announced, the deadline for 21CF shareholders to have made an election on the form of consideration they wish to receive in connection with the acquisition was 17:00, New York time, March 14, 2019 (the "election deadline").
On the basis of the information available at the end of the election, the results of the preliminary elections were:
- Holders of 959,919,192 ordinary shares of 21CF, equal to about 51.57% of the outstanding shares, elected to receive cash;
- Holders of 682,198,198 ordinary shares of 21CF or approximately 36.65% of outstanding shares, elected to receive ordinary shares of New Disney; and
- The holders of 219.388.371 ordinary shares of 21CF, equal to about 11.79% of the outstanding shares, did not make an election.
Preliminary election results are subject to a guaranteed delivery procedure notice. The final election results could therefore differ materially from the results of the preliminary elections.
After determining the results of the final election, the assignment of the consideration in the acquisition will be calculated using the formulas established in the merger agreement. Based on the results of the preliminary elections and the fixing and rectification procedures established in the Merger Agreement, holders of 21CF shares who have chosen to receive liquidity for their 21CF shares will receive a portion of their consideration in New Disney shares.  As previously announced, Disney and 21CF anticipate the effectiveness of the acquisition at 12:02 am Eastern Time on March 20, 2019.
Disney, along with its subsidiaries, is a diversified entertainment company worldwide with activities 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 has annual sales of $ 59.4 billion in its 2018 fiscal year. For more information about Disney, visit www.thewaltdisneycompany.com.
Information on 21CF
21CF is one of the world's leading cable, broadcast, film, pay TV and satellite portfolios covering six continents worldwide. Reaching over 1.8 billion subscribers in around 50 local languages each day, 21CF is home to a global portfolio of cable and broadcast 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 United States and over 350 international channels; Twentieth Century Fox Film studio; and the Twentieth Century Fox Television television production studios and 50% owned by Endemol Shine Group. For more information on 21CF, visit www.21CF.com.
Precautionary notes on forward-looking statements
This notice contains "forward-looking statements" under 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 relate to the expected future business and financial performance and financial conditions and often contain terms such as "expect", "anticipate", "intend", "plan", "believe", "seek", "See", "will", "", "" target ", similar expressions and variations or negatives of these words. The forward-looking statements by their nature address issues that are, at different levels, uncertain, like statements about the completion of the proposed transaction and the expected benefits of the same.These and other forward-looking statements are no guarantee of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in all forward-looking statements, including failure to complete the proposed transaction or make any deposit or take other actions required to consume such transaction in a stormy manner no or not 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-declarations The important risk factors that may cause this difference include, but they are not limited to: (i) the completion of the proposed transaction may not take place in the terms and on the scheduled terms or, at all, (ii) the risk that a condition at the close of the transaction may not be met (including, but not limited to, the receipt of legal opinions in relation to the treatment of certain aspects of the transaction under US and Australian tax laws), (iii) the risk that the anticipated tax treatment of the transaction is not obtained, (iv) an increase or decrease in taxes on expected transactions (including any changes to tax legislation and its impact on tax rates) tax (and the timing of the effectiveness of these changes)) to be paid in connection with the separation before the closing of the transactions could cause an adjustment to the number of shares of New Disney, a new holding company that will become the mother of Disney and 21CF, and the amount of cash to be paid to the holders of the 21CF common shares, (v) potential litigation relating to the proposed transaction that could be brought against 21CF, Disney or their respective directors, (vi) potential adverse reactions or changes to business relationships arising from the announcement or completion of operations, (vii) risks associated with third party contracts containing the consent and / or other provisions that could be triggered by the proposed transaction, (viii) adverse effects of the announcement or of the completion of the transaction on the market price of the ordinary shares of 21CF, Disney common stock and / or New Disney common stock, (ix) re related to the value of the new Disney shares to be issued in the transaction and uncertainty about the long-term value of New Disney's ordinary shares, (x) the potential impact of unexpected liabilities, capital expenditures, revenues, expenses, gains, synergies, results economic, debt, financial conditions and future losses Prospects, business and management strategies for the management, expansion and growth of New Disney's business after the completion of the transaction and other conditions for the completion of the Acquisition , (xi) the risks and associated costs and the ability of New Disney, to successfully integrate the assets and achieve anticipated synergies, (xii) the risk that interruptions of the proposed transaction harm the activities of 21CF or Disney, including plans and current operations, (xiii) the ability of 21CF or Disney to retain and hire key personnel, (xiv) legal developments or determinations or adverse regulations or adverse changes or interpretations of US, Australian or other laws, rules or regulations, including tax laws, rules and regulations that could delay or prevent the completion of proposed transactions or change the terms of proposed transactions, (xv) the ability of the parties to obtain or consume financing or refinancing related to the transactions on acceptable terms or at all (xvi), as well as the response of the management 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 prospectus / joint prospectus included in the registration statement on the New Disney S-4 form which was filed in connection with the transaction and in the disclosure statement included in the registration statement on Form 10 in relation to Fox Corporation. While the list of factors presented here and in the updated statement / joint prospectus of the updated delegate included in the S-4 form and the disclosure statement included in Fox Corporation Form 10 are considered representative, no such list should be considered complete declaration of all potential risks and uncertainties. Factors not listed may present significant additional obstacles to making forward-looking statements. Consequences of substantial differences in the results compared to those foreseen in the forward-looking statements could include, among other things, interruption of the activity, operational problems, financial losses, legal liability towards third parties and similar risks, each of which could have a material prejudice effect on the consolidated financial conditions of 21CF, Disney & # 39; s, New Disney or Fox Corporation, transaction results, credit rating or liquidity. Neither 21CF, Disney, New Disney nor Fox Corporation undertake any obligation to publicly disclose revisions or updates to forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, unless otherwise required by securities and other applicable laws.
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CONTACT: Multimedia Contacts: The Walt Disney Company: Zenia Mucha
(818) 560-5300David Jefferson
(818) 560-483221st Century Fox: Nathaniel Brown
nbrown @ 21cf. com
(212) 852-7746 Investor contacts: The Walt Disney Company: Lowell Singer
(818) 560-660121st Century Fox: Reed Nolte  rnolte @ 21cf. com
(212) 852-7092Mike Petrie
KEYWORD: U NATI STATE NORTH AMERICA CALIFORNIA NEW YORK
INDUSTRY KEYWORD: ENTERTAINMENT TV AND RADIO FILM AND IMAGES OF MOTION THEMATIC PARTIES OF GENERAL ENTERTAINMENT
SOURCE: The Walt Disney Company and 21st Century Fox
Copyright Business Wire 2019.
PUB: 03/15/2019 04:15 PM / DISC: 03/15/2019 04:15 PM