BURBANK, Calif. & NEW YORK – (BUSINESS WIRE) – MARCH 15, 2019 – Walt Disney Company ("Disney") (NYSE: DIS) and 21st Century Fox, Inc. ") (NASDAQ: FOXA, FOX), in connection with Disney's acquisition of 21CF ("Acquisition"), today announced the preliminary results of the 21CF shareholder elections on the form of treatment they wish to receive in exchange for their 21CF share capital in the acquisition in accordance with the amended and revised agreement and merger plan ( the "merger agreement") dated June 20, 2018, by and among 21CF, Disney, TWDC Holdco 613 Corp., holding company which will own both Disney and 21CF after the completion of the transactions scheduled therefrom ("New Disney"), and Some of Disney's other subsidiaries.
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As previously announced, the deadline for 21CF shareholders is having chosen a choice regarding what kind of assessment they would like to receive In connection with the acquisition, at 17:00, the eastern time was on March 14, 2019 (the election deadline).
Based on available information from the electoral deadline, the preliminary election results were:
- Holders of 959,919,292 shares of 21CF share capital, or approximately 51.57% of outstanding shares, selected to receive cash.
- Holders of 682,198,198 shares at 21CF share capital, or approx. 36.65% of the outstanding shares, chosen to receive shares with a share capital of New Disney; and
- Holders of 219,388,371 shares on 21CF share capital, or approx. 11.79% of outstanding shares did not make a choice.
The preliminary election results are subject to notice of guaranteed delivery procedure. The final election results can therefore deviate significantly from the preliminary election results.
After the final election results have been determined, the allocation of the consideration in the Acquisition will be calculated using the formulas stated in the merger agreement. Based on the preliminary election results and prospecting and adjustment procedures set out in the Merger Agreement, holders of 21CF shares who chose to receive cash for their 21CF shares are expected to receive part of their consideration in the shares of the New Disney shares.  As previously announced, Disney and the 21CF expect the efficiency of the acquisition to take place at 12:02 Eastern Time March 20, 2019.
Disney, along with its subsidiaries, is a diversified worldwide entertainment company operating in four business segments: Media Networks; Parks, Adventures and Products; Studio Entertainment; and directly to the consumer and international. Disney is a Dow 30 company and had annual revenue of $ 59.4 billion in its fiscal year 2018. For more information on Disney, please visit www.thewaltdisneycompany.com.
21CF is one of the world's leading portfolios of cable, broadcasting, film, pay-TV and satellite assets spanning six continents worldwide. The 21CF will reach more than 1.8 billion subscribers in about 50 local languages each day, home to a global portfolio of cable and broadcast 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; film study Twentieth Century Fox Film; and TV Production Studies Twentieth Century Fox Television and a 50 percent stake in Endemol Shine Group. For more information on 21CF, please visit www.21CF.com.
This communication contains "forward-looking statements" in accordance with federal securities laws, including Section 27A of the 1933 Securities Act, with subsequent amendments and Section 21E of the 1934 Securities Trading Act, as subsequently amended. In this context, forward-looking statements often address the expected future business and economic performance and economic condition, and often contain words such as "expect," "anticipate," "intent," "plan," "faith," "seek," "see," will "," want, "goals", similar expressions and variations or negatives of these words. Forward-looking statements of their nature address issues that are in varying degrees of uncertainty, such as statements on the implementation of the proposed transaction and the expected benefits thereof. These and other forward-looking statements are not warranties of future performance and are at risk, uncertainty, and assumptions that may cause actual results to differ materially from those expressed in forward-looking statements, including the failure to complete the proposed transaction or to submit or submit Take other measures to complete such a transaction in a timely manner or at all, are not warranties of future performance and are at risk, uncertainty, and assumptions that may cause actual results to differ materially from those expressed in a 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 expected terms and time or at all; (ii) the risk that a condition to close The transaction cannot be satisfied (including, but not limited to, receiving legal opinions in connection with the processing of certain aspects of the transaction under US and Australian tax laws), (iii) the risk that the anticipated tax treatment of a transaction has not been achieved, ( (iv) increase or decrease in expected transaction tax (including due to changes in tax legislation and its impact on tax rates (and the timing of the effectiveness of such changes)) payable in connection with the separation prior to the termination of the transaction may result in an adjustment of the number of shares; in New Disney, a new holding company that will be the parent of a boat e Disney and 21CF, and the cash amount to be paid to holders of 21CF Stocks; (v) potential lawsuits related to the proposed transaction that could be filed against 21CF, Disney or their respective directors; (vi) potential side effects or changes in business relationships resulting from advertising or execution of the transactions; (vii) risks related to third party contracts that contain consent and / or other provisions that may be triggered by the proposed transaction; viii) adverse effects of the announcement or execution of the transaction on the market price of the 21CF Stocks, Disney Stocks; or New Disy's common stock, (ix) the 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) the potential impact of unforeseen liabilities, future investments, revenues, expenses, earnings, synergies, financial performance, debt, financial condition and losses on futur e-prospects, business and management strategies for managing, expanding and growing New Disy's business after completion of the transaction and other matters for completing the acquisition, (xi) risks and costs associated with and the ability of New Disney, Successfully Integrate Businesses and Achieve Expected Synergies, (xii) The Risk of Disruptions of the Proposed Transaction will Damage the 21CF or Disney Business, including Current Plans and Operations, (xiii) the ability of 21CF or Disney to Retain and Hire Key Personnel, (xiv) unfavorable legal and regulatory developments or regulations or adverse changes or interpretations of US, Australian, or other foreign laws, rules or regulations, including tax laws, regulations and regulations that may delay or prevent the completion of the proposed transactions or cause the terms the proposed transactions change , (xv) the ability of the parties to obtain or complete the borrowing or refinancing related to the transactions on acceptable terms or at all, (xvi) and the management's response to any of the aforementioned factors.
These risks, as well as other risks associated with the proposed transactions, are discussed in more detail in the updated common proxy statement / prospectus included in the registration statement on Form S-4 in New Disney, which was filed in connection with the transaction, and in the disclosure statement included in the registration form on Form 10 with respect to Fox Corporation. Although the list of factors presented here and in the updated common proxy statement / prospectus included in Form S-4 and in the disclosure statement included in the Form 10 of Fox Corporation is considered representative, no such list should be deemed to be one. complete statement of all possible hazards and uncertainties. Unlisted factors can create significant additional barriers to the realization of forward-looking statements. Consequences of significant differences in results compared to those expected in the forward-looking statements may include business sizes, operational issues, financial losses, third party legal liability and similar risks, which may have a materially adverse effect on 21CFs, Disney, New Disney's or Fox Corporation's consolidated financial condition, operating profit, credit rating or liquidity. Neither 21CF, Disney, New Disney or Fox Corporation undertake any obligation to publicly provide revisions or updates to forward-looking statements, whether due to new information, future developments or otherwise, conditions should be changed, except as otherwise required of securities and other applicable laws.
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CONTACT: Media contacts: Walt Disney Company: Zenia Mucha
(818) 560-5300David Jefferson
(818) 560-483221t Century Fox: Nathaniel Brown nbrown @ 21cf. com
(212) 852-7746Investor Contacts: Walt Disney Company: Lowell Singer
(818) 560-660121st Century Fox: Reed Nolte
rnolte @ 21cf. com
(212) 852-7092Mike Petrie
Keywords: U UNITED STATES NORTH AMERICA CALIFORNIA NEW YORK
INDUSTRY KEYWORD: ENTERTAINMENT TV AND RADIO FILM & MOTION PHOTOS GENERAL ENTERTAINMENT THEME PARKS
SOURCE: Walt Disney Company and 21st Century Fox
Copyright Business Wire 2019.
PUB: 03/15/2019 04:15 / DISC: 03/15/2019 04:15