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Disney and 21st Century Fox announce preliminary election results in connection with acquisitions



BURBANK, California and New York – ( BUSINESS WIRE ) – Walt Disney Company ("Disney") (NYSE: DIS) and twenty-first century
Fox, Inc. ("21CF") (NASDAQ: FOXA, FOX), associated with Disney
Acquisition of 21CF ("Acquisition") announced today
The results of the 21CF shareholder elections regarding the form of
Considerations they want to receive in exchange for their 21CF shares
common share in the acquisition in accordance with the changed and
Revised agreement and merger plan (the "merger agreement"), dated as
June 20, 201

8, by and among 21CF, Disney, TWDC Holdco 613 Corp., the
holding company that will own both Disney and 21CF after
completion of the transactions referred to therein ("New Disney"), and
Some of Disney's other subsidiaries.

As previously announced, the deadline for 21CF shareholders has been
a choice of what kind of assessment they want to receive
connection with the acquisition was 5:00 pm, eastern time, in March
14, 2019 ("Election deadline").

Based on available information from the deadline
preliminary election results were:

  • Holders of 959,919,192 shares of 21CF stock stocks, or approximate
    51.57% of outstanding shares, chosen to receive cash;
  • Holders of 682,198,198 shares on 21CF stock or approximate
    36.65% of outstanding shares, chosen to receive shares of common stock
    stock of New Disney; and
  • Holders of 219,388,371 shares of 21CF ordinary share, or approximate
    11.79% of outstanding shares did not make a choice.

The preliminary election results are subject to warranted notice
delivery procedure. The final election results can therefore vary
significant from the preliminary election results.

After the final election results are determined, the allocation of
considerations in the acquisition will be calculated using the formulas
is stated in the merger agreement. Based on preliminary choices
results and prospecting and adjustment procedures specified in
Merger agreement, holders of 21CF shares that chose to receive cash
for their 21CF shares are expected to receive part of their
consideration in shares of the New Disney shares.

As previously announced, Disney and the 21CF expect efficiency
The acquisition will take place at 12:02, Eastern Time on March 20, 2019.

About Disney

Disney, along with its subsidiaries, is a diversified world-wide
entertainment company with business in four business segments: Media
network; Parks, Adventures and Products; Studio Entertainment; and
Direct to consumer and international. Disney is a Dow 30 company and had
$ 59.4 billion annual revenue 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 shares that span six continents worldwide.
Now over 1.8 billion subscribers of about 50 locals
language every day, 21CF is home to a global portfolio of cable and
broadcasting networks and features, including FOX, FX, FXX, FXM, FS1,
Fox News Channel, Fox Business Network, Fox Sports, Fox Sports Network,
National Geographic Channels, Star India, 28 local TV stations
in the United States and more than 350 international channels; Movie Studios
Twentieth Century Fox Film; and television production studios twentieth
Century Fox Television and a 50 percent stake in Endemol
Shine Group. For more information on 21CF, please visit www.21CF.com.

Warnings on forward-looking statements

This communication contains "forward-looking statements" within
the importance of the laws on federal securities, including § 27A i
The Securities Act of 1933, with subsequent amendments, and Section 21E of the security
Exchange Act of 1934, with change. In this context, forward-looking
Statements often address expected future business and financially
performance and financial condition, and often contains words such as
"Expect", "Expect", "Insure", "Plan", "Believe", "Search", "Look"
"Will", "Wanted", "Goals", similar expressions and variations or
negatives of these words. Forward-looking statements by nature
Take up issues that are in various ways uncertain, for example
statements on the implementation of the proposed transaction and
expected benefits from this. These and other forward-looking statements
are not guarantees of future results and are at risk,
uncertainties and assumptions that may cause actual results to differ
substantially from those expressed in forward-looking statements,
including failure to complete the proposed transaction or to do
any filing or taking any other action to complete such a transaction
In a timely manner or at all, there are no guarantees for future results and
are at risk, uncertainty and assumptions that can cause
The actual results differ significantly from those expressed in some
prospects. Important risk factors that can lead to such
the difference includes, but is not limited to: (i) completion of
Proposed transaction cannot occur on the expected terms and time
or at all, (ii) the risk of a condition for closing the transaction
cannot be satisfied (including, but not limited to, the receipt to
legal opinions regarding the treatment of certain aspects of
transaction under US and Australian tax laws), (iii) the risk that
Expected tax treatment of the transaction has not been achieved, iv) one
increase or decrease in expected transaction tax (including due
to any changes in tax legislation and its impact on tax rates (and
time for the effectiveness of such changes)) to be paid in
Connection to the separation prior to termination of the transactions
can lead to an adjustment of the number of shares in New Disney, a new one
holding company that will be the parent of both Disney and 21CF, and
The cash amount must be paid to the holders of 21CF's stock stocks, (v)
potential lawsuits related to the proposed transaction that may be
institutionalized against 21CF, Disney or their respective board members, (vi)
potential side effects or changes in business relationships
due to the advertising or execution of the transactions, (vii)
Risk related to third party contracts that contain consent and / or
Other provisions that may be triggered by the proposed transaction
(viii) negative effects of the announcement or implementation of
transaction on the market price of 21CF's stock market, Disney's joint
stock and / or New Disy's common stock, (ix) risk associated with the value
of the New Disney shares to be issued in the transaction and the uncertainty
about the long-term value of New Disy's common stock, (x)
potential effect of unforeseen liabilities, future investments,
income, expenses, earnings, synergies, financial performance,
debt, financial condition and loss on prospects,
Business and management strategies for management, expansion and
growth of New Disease operations after completion of
transaction and other matters for the completion of
Acquisitions, (xi) risks and costs associated with and ability
by New Disney, integrating businesses successfully and achieving
expected synergies; (xii) the risk of disruption from the proposed one
The transaction will damage 21CF or Disney's business, including current ones
plans and operations, (xiii) the ability of 21CF or Disney to retain and
employ key personnel; (xiv) unfavorable legal and regulatory developments or
provisions or unfavorable changes or interpretations of the US,
Australian or other foreign laws, rules or regulations, including taxes
laws, rules and regulations that may delay or prevent the completion of
the proposed transactions or cause the terms of the proposed
Transactions to be changed, (xv) The ability of the parties to acquire
or completed financing or refinancing related to the transactions on
acceptable terms or at all, (xvi) and the management's response to
some of the factors mentioned.

These risks, as well as other risks associated with the proposed
transactions are more discussed in the updated common proxy
statement / prospectus included in the registration statement on form S-4
of New Disney filed in connection with the transaction, and in
The information declaration included in the registration declaration on the form
10 with respect to Fox Corporation. While the list of factors is presented
here and in the updated common proxy statement / prospect included in
Form S-4 and in the information statement included in the Form 10 of Fox
Corporation is considered representative, no such list should be
is considered to be a complete statement of all possible risks and
uncertainties. Unlisted factors can produce significant additions
obstacles to the realization of future prospects. consequences
of significant differences in results compared to those expected in
The forward-looking statements may include, among other things
business disturbances, operational problems, financial losses, legal
liability to third parties and similar risks, some of which may have one
material negative effect on 21CF, Disney, New Disney or Fox
The Group's consolidated financial condition, operating profit,
credit rating or liquidity. Neither 21CF, Disney, New Disney or Fox
The company undertakes any obligation to publish audits or
updates to forward-looking statements, either as a result of new ones
information, future development or otherwise, conditions should
change, with the exception of what is otherwise required by securities and other applicable
laws.


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