After the AT&T-Time Warner ruling cleared the path for further media consolidation, 21st Century Fox has found itself in the middle of a bidding war between Comcast and Disney.
Fox on Wednesday acknowledged Comcast’s rival $65 billion bid for the Twentieth Century Fox Film and Television studios, along with cable and international TV businesses.
“21st Century Fox remains subject to the Disney Merger Agreement. Consistent with the terms of this agreement and the fiduciary duties of the company's directors, 21st Century Fox's board, in consultation with its outside legal counsel and financial advisors, will carefully review and consider the Comcast proposal,” Fox said in a statement.
Despite Comcast’s bid, Fox hasn’t decided yet whether it will postpone or adjourn its July 10 special meeting of stockholders to consider certain proposals related to the Disney transaction.
In considering Comcast’s bid, Fox has to weigh not only the higher all-cash bid but also the $4.025 billion breakup fee Comcast has pledged. About $2.5 billion of that total comes from Comcast’s commitment to pay a breakup fee already promised to Disney if the Fox deal falls through.
“We have reviewed the publicly available terms of the proposed Disney transaction, as well as the joint proxy statement/prospectus filed with the SEC describing the reasons for the Fox board of directors’ decision,” Comcast CEO Brian Roberts wrote in a letter addressing Fox’s controlling family members. “In light of yesterday’s decision in the AT&T/Time Warner case, the limited time prior to your shareholders’ meeting, and our strong continued interest, we are pleased to present a new, all-cash proposal that fully addresses the board’s stated concerns with our prior proposal.”