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20th Century Fox

The 20th Century Fox logo designed by Rocky Longo in 1981.

20th Century Fox is an American movie studio. Fox was the distributor behind The Fly (1958), Return of the Fly, Curse of the Fly, The Fly (1986) and The Fly II.

Fox was the distributor of the first six Star Wars movies, though they only owned the first film, until The Walt Disney Company bought Lucasfilm Ltd. on October 30, 2012.[1]

HistoryEdit

The company was founded on May 31, 1935, as the result of the merger of Fox Film Corporation, founded by William Fox in 1915, and Twentieth Century Pictures, founded in 1933 by Darryl F. Zanuck, Joseph Schenck, Raymond Griffith and William Goetz.

20th Century Fox is a member of the Motion Picture Association of America (MPAA).

Potential takeoverEdit

Disney-Fox

On December 14, 2017, The Walt Disney Company announced that it is acquiring most of Fox's parent company, 21st Century Fox, including the film studio.[2]

On May 7, 2018, shares of Fox rose 5.1% when a report was released that Comcast was in talks with investment banks and firms in order to obtain bridge-financing for an all-cash bid, reportedly worth $60 billion, that threatened the Disney-Fox deal.[3]

On May 29, it was reported that Disney was looking into making its own all-cash counter-offer for Fox assets in the event that Comcast went through with their offer.[4] The next day, Disney and Fox announced that they have set their shareholder vote meetings for July 10, though both companies have stated that Fox's meeting could be postponed if Comcast came through with their offer.[5]

On June 12, AT&T was given approval by District Judge Richard J. Leon to acquire Time Warner, easing concerns Comcast had regarding whether government regulators would block their bid for Fox. Consequently, the next day, Comcast mounted a bid of $65 billion for the 21st Century Fox assets that were set to be acquired by Disney.[6][7]

On June 18, it was reported that Disney will add to its already existing $52 billion claim to contest Comcast's proposed counteroffer for the Fox assets.[8]

On June 20, Disney and Fox announced that they had amended their previous merger agreement, upping Disney’s offer to $71.3 billion (a 10% premium over Comcast's $65 billion offer), while also offering shareholders the option of receiving cash instead of stock.[9][10]

On June 21, Murdoch said in response to Disney's higher offer: "We are extremely proud of the businesses we have built at 21st Century Fox, and firmly believe that this combination with Disney will unlock even more value for shareholders as the new Disney continues to set the pace at a dynamic time for our industry." That still does not prevent other companies from making a bid, as the deal needed to be voted on by shareholders.[11] Iger explained the reasoning behind the bid: "Direct-to-consumer distribution has actually become an even more compelling proposition in the six months since we announced the deal. There has just been not only a tremendous amount of development in that space, but clearly the consumer is voting—loudly."[12]

On June 27, the United States Department of Justice gave antitrust approval to Disney under the condition of selling Fox's 22 regional sports channels, to which the company has agreed.[13]

On July 9, a Fox shareholder filed a lawsuit to stop the acquisition from Disney citing the absence of financial projections for Hulu.[14][15] On the same day, CNBC reported that Comcast was looking for companies that could take over Fox's Regional Sports Networks. This would make easier Comcast's legislative problems regarding the takeover of Fox assets, preparing to make a new all cash counter-offer before July 27, 2018.[16]

On July 12, the Department of Justice (DOJ) filed a notice of appeal with the D.C. Circuit to reverse the District Court's approval for AT&T's acquisition of Time Warner (now WarnerMedia). Although analysts say that the chances of a DOJ win are small, they say it is the "final nail in the coffin for Comcast's Fox chase. This is a clear gift to Disney."[17] On the next day, CEO of AT&T Randall Stephenson gave an interview with CNBC, about Comcast's bid for Fox: "It probably can't help it. You're in a situation where two entities are bidding for an asset, and this kind of action can obviously influence the outcome of those actions."[18]

On July 13, Disney received the support of the Institutional Shareholder Services and Glass Lewis, the two most prominent proxy adviser firms in the world. Fox shareholders were recommended by the advisers as means to provide for Disney's future.[19]

On July 16, CNBC reported that Comcast is unlikely to continue its bidding war to acquire Fox from Disney in favor of Sky.[20]

On July 19, Comcast officially announced that it was dropping its bid on the Fox assets in order to focus on their bid for Sky. The CEO of Comcast, Brian L. Roberts, said "I'd like to congratulate Bob Iger and the team at Disney and commend the Murdoch family and Fox for creating such a desirable and respected company."[21]

On July 25, TCI Fund Management, the second largest shareholder of 21st Century Fox, voted to approve the Fox-Disney deal.[22]

On July 27, Disney and Fox shareholders approved Disney's purchase of Fox's entertainment assets. The acquisition's completions should be in the first half of 2019.[23] On the same day, Bloomberg News reported that out of all 15 nations yet to approve the deal, China could become the biggest threat to the merger since the trade war with the USA resulted in the merger between Qualcomm and NXP not being realized.[24]

On August 9, it was reported that Viacom CEO Robert Bakish wants to license its TV ad targeting tech to the entire industry, starting with Fox.[25]

On August 12, the Competition Commission of India approved the Disney-Fox deal.[26]

On September 17, the European Commission announced plans of deciding what to do with the Disney-Fox deal by October 19.[27]

On October 5, Disney announced the commencement of exchange offers and consent solicitations for 21st Century Fox.[28]

On October 8, Disney announced new organizational structure for its media networks business as Walt Disney Television.[29]

On October 15, Disney offered a list of concessions to the European Commission, which extended the review deadline to November 6.[30]

On October 18, Disney announced a new organizational structure for The Walt Disney Studios.[31]

ReferencesEdit

  1. Disney to Acquire Lucasfilm Ltd., The Walt Disney Company, October 30, 2012
  2. The Walt Disney Company To Acquire Twenty-First Century Fox Inc., After Spin-Off Of Certain Businesses, For $52.4 Billion In Stock, The Walt Disney Company, December 14, 2017
  3. Fox Jumps on Report That Comcast Is Considering Counterbid to Disney, Bloomberg, May 7, 2018
  4. Disney rounding up cash to fight off Comcast's rival bid for Fox, Fierce Cable, May 29, 2018
  5. Fox And Disney Set Shareholder Meetings For Vote On Merger, Deadline Hollywood, May 30, 2018
  6. Decisive AT&T Victory Sets Stage for Comcast to Challenge Disney for 21st Century Fox Assets, Variety, June 12, 2018
  7. Comcast makes $65 billion offer to steal 21st Century Fox away from Disney, The Verge, June 13, 2018
  8. Disney is expected to add cash to its bid for Twenty-First Century Fox assets, CNBC, June 18, 2018
  9. Disney Sweetens Offer for Fox to $71 Billion, Outbidding Comcast, Bloomberg, June 20, 2018
  10. The Walt Disney Company Signs Amended Acquisition Agreement To Acquire Twenty-First Century Fox, Inc., For $71.3 Billion In Cash And Stock, The Walt Disney Company, June 20, 2018
  11. Fox agrees to Disney's new $71.3 billion offer, rejecting Comcast, CNET, June 20, 2018
  12. Disney's Bob Iger On Need For Fox Deal: "The Consumer Is Voting — Loudly", Deadline Hollywood, June 20, 2018
  13. Disney wins US antitrust approval to buy Fox assets, CNBC, June 27, 2018
  14. Fox Shareholder Sues to Stop Disney Acquisition, The Hollywood Reporter, July 9, 2018
  15. Fox Shareholder Lawsuit Targets Alleged Flaws in Disney Deal Prospectus, Deadline Hollywood, July 9, 2018
  16. Comcast lining up buyers for Fox sports assets, sources say, CNBC, July 9, 2018
  17. The DOJ has a slim chance of blocking the AT&T-Time Warner deal, but even that may be enough for Comcast to throw in the towel on Fox, CNBC, July 13, 2018
  18. DOJ challenge to AT&T-Time Warner deal could affect Disney and Comcast's bidding war for Fox, says AT&T's Stephenson, CNBC, July 13, 2018
  19. Disney's $71 Billion Fox Bid Wins Backing From ISS, Glass Lewis, Bloomberg, July 13, 2018
  20. Comcast unlikely to raise Fox bid; focused on Sky: Sources, CNBC, July 16, 2018
  21. Comcast gives up on buying 21st Century Fox assets and leaves Disney as the winner, The Verge, July 19, 2018
  22. TCI Votes in Favor of Disney's Offer for Fox's Assets, Bloomberg, July 25, 2018
  23. Fox and Disney Shareholders Vote to Approve $71.3 Billion Merger, The Wrap, July 27, 2018
  24. Disney Investors Worry Beijing Could Be Tricky Fox Deal Hurdle, Bloomberg, July 27, 2018
  25. Viacom wants to License its TV Ads Targeting Tech to the Entire Industry and its Starting with Fox, Business Insider, August 9, 2018
  26. Fox-Disney deal: CCI approves takeover of Murdoch's company in India, Smart Investor, August 12, 2018
  27. EU regulators to rule on Disney's $71 billion bid for Fox assets by October 19, Reuters, September 17, 2018
  28. The Walt Disney Company Announces Commencement of Exchange Offers and Consent Solicitations for 21st Century Fox America, Inc. Notes, The Walt Disney Company, October 5, 2018
  29. Disney Unveils Top TV Executive Structure Post Fox Acquisition: Peter Rice, Dana Walden, John Landgraf, Gary Knell Joining, Deadline Hollywood, October 9, 2018
  30. Disney Offers Concessions to Secure E.U. Approval of Fox Deal, Variety, October 15, 2018
  31. The Walt Disney Company Announces Additions to Its Studio Entertainment Management Team, Conditional Upon Closing of 21st Century Fox Acquisition, The Walt Disney Company, October 18, 2018

SourcesEdit