Market Overview

Comcast Makes Superior All-Cash Proposal to Acquire Twenty-First Century Fox after Spinoff of "New Fox"

Share:

$35.00 Per Share Proposal Provides Premium of Approximately 19% to
Current Value of Disney's All-Stock Offer

Comcast Corporation (NASDAQ:CMCSA) issued the following statement:

Today, Comcast Corporation ("Comcast") delivered a letter to the Board
of Directors of Twenty-First Century Fox, Inc. ("21CF") setting forth
the terms of a superior proposal by Comcast to acquire the businesses
that 21CF has agreed to sell to The Walt Disney Company ("Disney") for
$35.00 per share in cash, which represents a premium of approximately
19% to the value of Disney's all-stock offer as of 12:00 p.m., noon
(Eastern Time) on June 13, 2018. The structure and other terms of
Comcast's proposal, including with respect to the spin-off of "New Fox"
and the regulatory risk provisions and related termination fee, are at
least as favorable to 21CF shareholders as the Disney offer.

The following is a copy of the letter that Comcast delivered to the
Board of Directors of 21CF:

June 13, 2018

Board of Directors
Twenty-First Century Fox, Inc.
1211 Avenue
of the Americas
New York, New York 10036

   
Attention:

Mr. K. Rupert Murdoch, Executive Chairman

 

Mr. Lachlan K. Murdoch, Executive Chairman

 

Mr. James R. Murdoch, Chief Executive Officer

 

Dear Rupert, Lachlan and James,

We have long admired what the Murdoch family has built at Twenty-First
Century Fox. After our meetings last year, we came away convinced that
the 21CF businesses to be sold are highly complementary to ours, and
that our company would be the right strategic home for them.

So, we were disappointed when 21CF decided to enter into a transaction
with The Walt Disney Company, even though we had offered a meaningfully
higher price. 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
21CF Board of Directors' decision. 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.

Our new proposal offers 21CF shareholders $35.00 per share in cash and
100% of the shares of New Fox after giving effect to its proposed
spinoff, providing superior and more certain value as compared to
Disney's all-stock offer. Our proposal represents a premium of
approximately 19% to the value of Disney's offer as of noon today. We
are highly confident in our ability to finance the transaction, and our
offer includes no financing-related conditions.

We are also highly confident that our proposed transaction will obtain
all necessary regulatory approvals in a timely manner and that our
transaction is as or more likely to receive regulatory approval than the
Disney transaction. Accordingly, we are offering the same regulatory
commitments as the ones 21CF has already obtained from Disney, including
the same $2.5 billion reverse termination fee agreed to by Disney. To
further evidence our commitment, we also are offering to reimburse the
$1.525 billion break-up fee to be paid by you to Disney, for a total
cost to Comcast of $4.025 billion, in the highly unlikely scenario that
our transaction does not close because we fail to obtain all necessary
regulatory approvals.

We welcome the opportunity to discuss the regulatory issues presented by
each deal. We note that there should not be any meaningful difference in
the timing of the U.S. antitrust review between a Comcast and Disney
transaction. We have made our HSR filing today, which formally begins
our regulatory review at the DOJ. In addition, we have already submitted
a large volume of documents and data to the DOJ in connection with its
review of the Disney transaction. This information largely overlaps with
the information that the DOJ will need to review a Comcast transaction.
As a result, our transaction should be reviewable by the DOJ in the same
cycle as Disney's transaction. We similarly expect that our transaction
should be reviewable by international regulators in as timely a manner
as the Disney transaction, and should be as or more likely to receive
international approvals, given our relatively small presence outside the
U.S.

Our Board of Directors has unanimously approved this proposal, and no
Comcast shareholder vote will be required for this transaction.

Because of your decision to schedule the vote on the Disney merger
proposal for July 10, time is of the essence for your consideration of
our proposal. We are available to meet at any time to answer questions
of the Board, management or your advisors, so that you are in a position
to validate the superiority of our offer, and negotiate and enter into a
merger agreement, as soon as possible thereafter. Given the very short
time frame, today we are filing a preliminary proxy statement with the
SEC in opposition to the Disney merger proposal, as we have been advised
this is necessary to be in a position to be able to communicate with
your shareholders directly regarding the votes they are being asked to
cast on July 10. We hope this is precautionary only, as we expect to
work together to reach an agreement over the next several days.

More detailed information regarding our proposal is attached.

I look forward to our discussions and working with you toward completing
this exciting transaction for the Fox shareholders.

Very truly yours,

/s/ Brian L. Roberts

Brian L. Roberts
Chairman and CEO

COMCAST'S SUPERIOR PROPOSAL TO ACQUIRE TWENTY-FIRST CENTURY FOX

All-cash consideration

Comcast proposes to acquire 100% of the outstanding shares of 21CF for
$35.00 per share in cash, reflecting a $65 billion equity value for 21CF
(after giving effect to the proposed spinoff of New Fox) and a premium
of approximately 19% to the value of Disney's offer as of noon today.

Our all-cash proposal will provide 21CF shareholders with certain value
and immediate liquidity. Our proposal is not subject to a financing
condition. We have received Highly Confident Letters from Bank of
America Merrill Lynch and Wells Fargo.

We have prepared a draft merger agreement reflecting the terms described
herein and our legal team of Davis Polk and Wachtell Lipton are
available to meet with their appropriate counterparts to discuss and
review the document. Our draft merger agreement differs from the Disney
agreement only to reflect the superior terms described in this letter,
to adapt the agreement to reflect an all-cash transaction (including no
Comcast shareholder vote) and to provide greater certainty by
eliminating the need for any 21CF charter amendments. Our draft is
subject to review of any material non-public information relating to
21CF's proposed transaction with Disney, including with respect to
Disney's regulatory undertaking and the separation of New Fox.

Allocation of regulatory risk

We have revised our proposal to specifically address the 21CF Board of
Directors' stated concerns regarding the treatment of any required
regulatory divestitures, including their tax costs, and a reverse
termination fee.

  • We will agree to the same divestiture package as Disney, i.e.,
    a commitment to divest (i) any of 21CF's RSNs and (ii) other 21CF
    assets representing up to $500 million of EBITDA (less up to $250
    million of EBITDA attributable to divested RSNs).
  • We will agree to the same allocation of any tax obligations as Disney
    in connection with any required divestitures.
  • We will agree to the same reverse termination fee of $2.5 billion as
    Disney, in the event the transaction does not close as a result of a
    failure to obtain the required regulatory approvals.

We will also agree to behavioral restrictions as extensive as those
agreed to by Disney and, like Disney, we will also agree to litigate any
action taken by the Department of Justice to block the transaction.

Reimbursement of Disney Break-Up Fee

In addition to our payment of the $2.5 billion reverse termination fee,
in the unlikely event that our transaction is terminated due to a
failure to obtain the required regulatory approvals, we will also agree
to reimburse 21CF for the $1.525 billion break-up fee required to be
paid to Disney in connection with termination of the Disney transaction
and entry into a merger agreement with us.

Sky

Comcast has separately announced, pursuant to Rule 2.7 of the UK City
Code on Takeovers and Mergers, a pre-conditional all-cash firm offer for
the entire issued and to be issued share capital of Sky plc. We intend
to pursue this offer in parallel with our acquisition of 21CF. Of
course, the terms of any transaction between Comcast and 21CF will need
to be consistent with our respective obligations under the UK takeover
regime.

Investor Conference Call Details

Comcast will host an investor call with the financial community today,
June 13, 2018, at 4:45 p.m. (Eastern Time). The conference call and
related materials will be broadcast live and posted on www.cmcsa.com.
Details for the call are as follows:

Investor Call
Date: June 13, 2018
Time: 4:45pm (Eastern
Time)
Dial-in: (800) 263-8495
Conference ID: 6499356

Replay of Investor Call
Time: Available from 7:45pm (Eastern
Time) on June 13, 2018 until midnight (Eastern Time) on June 20, 2018
Dial-in:
(855) 859-2056
Conference ID: 6499356

About Comcast Corporation

Comcast Corporation (NASDAQ:CMCSA) is a global media and technology
company with two primary businesses, Comcast Cable and NBCUniversal.
Comcast Cable is one of the nation's largest video, high-speed Internet,
and phone providers to residential customers under the XFINITY brand,
and also provides these services to businesses. It also provides
wireless and security and automation services to residential customers
under the XFINITY brand. NBCUniversal operates news, entertainment, and
sports cable networks, the NBC and Telemundo broadcast networks,
television production operations, television station groups, Universal
Pictures, and Universal Parks and Resorts. Visit www.comcastcorporation.com
for more information.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains statements which are, or may be deemed to
be, "forward‐looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward‐looking statements are
prospective in nature and are not based on historical facts, but rather
on current expectations and projections of the management of Comcast
about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially from
the future results expressed or implied by the forward‐looking
statements. The forward‐looking statements contained in this press
release may include statements relating to the expected timing, scope,
terms and conditions of a Comcast transaction to acquire certain
businesses and assets of 21CF, the likelihood and timing of receipt of
regulatory approvals with respect to a Comcast transaction to acquire
21CF, the anticipated benefits of the potential transaction and other
statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of
forward‐looking words such as "plans", "expects" or "does not expect",
"is expected", "is subject to", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although Comcast
believes that the expectations reflected in such forward‐looking
statements are reasonable, Comcast can give no assurance that such
expectations will prove to be correct. By their nature, forward‐looking
statements involve risk and uncertainty because they relate to events
and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to
differ materially from those expressed or implied by such
forward‐looking statements, including any legal and regulatory
developments and changes and other risks and uncertainties including
those described in Comcast's filings with the U.S. Securities and
Exchange Commission ("SEC"). The forward‐looking statements contained in
this press release should be construed in the light of such factors.
Neither Comcast nor any of its associates or directors, officers or
advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward‐looking
statements in this press release will actually occur. You are cautioned
not to place undue reliance on these forward‐looking statements. Other
than in accordance with their legal or regulatory obligations, Comcast
is under no obligation, and Comcast expressly disclaims any intention or
obligation to update or revise any forward‐looking statements, whether
as a result of new information, future events or otherwise.

Important Additional Information and Where to Find It

This document does not constitute an offer to buy or solicitation of an
offer to sell any securities. This document is for informational
purposes only and relates to a proposal that Comcast has made to 21CF.
Comcast is filing a preliminary proxy statement in connection with
21CF's special meeting of stockholders at which the 21CF stockholders
will be asked to consider certain proposals regarding the proposed
acquisition of 21CF by The Walt Disney Company (the "Special Meeting
Proposals"). As further set forth in such proxy statement, which once
definitive will be sent to 21CF stockholders, Comcast is soliciting
votes against the Special Meeting Proposals. INVESTORS IN 21CF AND
COMCAST ARE URGED TO READ THE PROXY STATEMENT, INCLUDING THE DEFINITIVE
PROXY STATEMENT (WHEN AVAILABLE), AND ANY OTHER DOCUMENTS FILED BY
COMCAST WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors may
obtain free copies of the proxy statement and other documents filed with
the SEC by Comcast through the website maintained by the SEC at http://www.sec.gov
or by contacting Comcast's proxy solicitation agent, MacKenzie Partners,
Inc., at (800) 322-2885 or comcast@mackenziepartners.com.

Participants in the Solicitation

Comcast and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies from 21CF's
stockholders in connection with the Special Meeting Proposals.
Information about Comcast's directors and executive officers is
available in Comcast's proxy statement, dated April 30, 2018, filed with
the SEC in connection with Comcast's 2018 annual meeting of
stockholders. Other information regarding the participants in such proxy
solicitation and a description of their direct and indirect interests,
by security holdings and otherwise, is contained in the preliminary
proxy statement filed by Comcast with the SEC on June 13, 2018.

View Comments and Join the Discussion!