Market Overview

21st Century Fox and Disney Stockholders Approve Acquisition by Disney


Twenty-First Century Fox, Inc. (NASDAQ:FOXA, FOX))
and The Walt Disney Company (NYSE:DIS) announced that, at
separate special meetings today, stockholders of the two companies
approved all proposals related to Disney's acquisition of 21st Century
Fox. The proposals included the adoption by 21st Century Fox
stockholders of the merger agreement with Disney (the "Disney Merger
Agreement") and the distribution merger agreement for the spin-off of
new "Fox." Disney stockholders approved the issuance of new common stock
that will be distributed to 21st Century Fox stockholders as part of the

This press release features multimedia. View the full release here:

"Combining the 21CF businesses with Disney and establishing new ‘Fox'
will unlock significant value for our shareholders," said Rupert
Murdoch, Executive Chairman, 21st Century Fox. "We are grateful to our
shareholders for approving this transaction. I want to thank all of our
executives and colleagues for their enormous contributions in building
21st Century Fox over the past decades. With their help, we expect the
enlarged Disney and new ‘Fox' companies will be pre-eminent in the
entertainment and media industries."

"We're incredibly pleased that shareholders of both companies have
granted approval for us to move forward, and are confident in our
ability to create significant long-term value through this acquisition
of Fox's premier assets," said Robert A. Iger, Chairman and Chief
Executive Officer, The Walt Disney Company. "We remain grateful to
Rupert Murdoch and to the rest of the 21st Century Fox board for
entrusting us with the future of these extraordinary businesses, and
look forward to welcoming 21st Century Fox's stellar talent to Disney
and ultimately integrating our businesses to provide consumers around
the world with more appealing content and entertainment options."

Under the Disney Merger Agreement, 21st Century Fox stockholders may
elect to receive $38 per share in either cash or shares of New Disney, a
new holding company that will become the parent of both Disney and 21st
Century Fox (the consideration may be subject to adjustment for certain
tax liabilities). The overall mix of consideration paid to 21st Century
Fox stockholders will be approximately 50% cash and 50% stock. The stock
consideration is subject to a collar, which will ensure that 21st
Century Fox stockholders will receive consideration equal to $38 in
value if the average Disney stock price at closing is between $93.53 and
$114.32. Disney expects to pay a total of about $35.7 billion in cash
and issue approximately 343 million New Disney shares to 21st Century
Fox stockholders. As a result, current 21st Century Fox stockholders
will own a 17-20% stake in New Disney on a pro forma basis.

Last month, the U.S. Department of Justice entered into a consent decree
with Disney and 21st Century Fox that allows the transaction to proceed,
while requiring the sale of the Fox Sports Regional Networks. Completion
of the transaction is subject to a number of non-U.S. merger and other
regulatory reviews, and other customary closing conditions.

Final voting tallies from the 21st Century Fox and Disney special
meetings are subject to certification by the companies' respective
inspectors of elections, and will be included in reports to be filed by
21st Century Fox and Disney with the Securities and Exchange Commission.

About 21st Century Fox

21st Century Fox is one of the world's leading portfolios of cable,
broadcast, film, pay TV and satellite assets spanning six continents
across the globe. Reaching more than 1.8 billion subscribers in
approximately 50 local languages every day, 21st Century Fox is home to
a global portfolio of cable and broadcasting networks and properties,
including FOX, FX, FXX, FXM, FS1, Fox News Channel, Fox Business
Network, FOX Sports, Fox Sports Network, National Geographic Channels,
Star India, 28 local television stations in the U.S. and more than 350
international channels; film studio Twentieth Century Fox Film; and
television production studios Twentieth Century Fox Television and a 50
per cent ownership interest in Endemol Shine Group. 21st Century Fox
also holds approximately 39.1 per cent of the issued shares of Sky,
Europe's leading entertainment company, which serves nearly 23 million
households across five countries. For more information about 21st
Century Fox, please visit

About The Walt Disney Company

The Walt Disney Company, together with its subsidiaries, is a
diversified worldwide entertainment company with operations in four
business segments: Media Networks; Studio Entertainment; Parks,
Experiences and Consumer Products; and Direct-to-Consumer and
International. Disney is a Dow 30 company and had annual revenues of
$55.1 billion in its Fiscal Year 2017.

Cautionary Notes on Forward Looking Statements

This communication contains "forward-looking statements" within the
meaning of the federal securities laws, including Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. In this context, forward-looking
statements often address expected future business and financial
performance and financial condition, and often contain words such as
"expect," "anticipate," "intend," "plan," "believe," "seek," "see,"
"will," "would," "target," similar expressions, and variations or
negatives of these words. Forward-looking statements by their nature
address matters that are, to different degrees, uncertain, such as
statements about the consummation of the proposed transaction and the
anticipated benefits thereof. These and other forward-looking statements
are not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to differ
materially from those expressed in any forward-looking statements,
including the failure to consummate the proposed transaction or to make
any filing or take other action required to consummate such transaction
in a timely matter or at all, are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could cause
actual results to differ materially from those expressed in any
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 anticipated terms and timing
or at all, (ii) the required regulatory approvals are not obtained, or
that in order to obtain such regulatory approvals, conditions are
imposed that adversely affect the anticipated benefits from the proposed
transaction or cause the parties to abandon the proposed transaction,
(iii) the risk that a condition to closing of the transaction may not be
satisfied (including, but not limited to, the receipt of legal opinions
with respect to the treatment of certain aspects of the transaction
under U.S. and Australian tax laws), (iv) the risk that the anticipated
tax treatment of the transaction is not obtained, (v) an increase or
decrease in the anticipated transaction taxes (including due to any
changes to tax legislation and its impact on tax rates (and the timing
of the effectiveness of any such changes)) to be paid in connection with
the separation prior to the closing of the transactions could cause an
adjustment to the number of shares of New Disney, a new holding company
that will become a parent of both Disney and 21CF, and the cash amount
to be paid to holders of 21CF's common stock, (vi) potential litigation
relating to the proposed transaction that could be instituted against
21CF, Disney or their respective directors, (vii) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the transactions, (viii) risks associated
with third party contracts containing consent and/or other provisions
that may be triggered by the proposed transaction, (ix) negative effects
of the announcement or the consummation of the transaction on the market
price of 21CF's common stock, Disney's common stock and/or New Disney's
common stock, (x) risks relating to the value of the New Disney shares
to be issued in the transaction and uncertainty as to the long-term
value of New Disney's common stock, (xi) the potential impact of
unforeseen liabilities, future capital expenditures, revenues, expenses,
earnings, synergies, economic performance, indebtedness, financial
condition and losses on the future prospects, business and management
strategies for the management, expansion and growth of New Disney's
operations after the consummation of the transaction and on the other
conditions to the completion of the merger, (xii) the risks and costs
associated with, and the ability of New Disney to, integrate the
businesses successfully and to achieve anticipated synergies, (xiii) the
risk that disruptions from the proposed transaction will harm 21CF's or
Disney's business, including current plans and operations, (xiv) the
ability of 21CF or Disney to retain and hire key personnel, (xv) adverse
legal and regulatory developments or determinations or adverse changes
in, or interpretations of, U.S., Australian or other foreign laws, rules
or regulations, including tax laws, rules and regulations, that could
delay or prevent completion of the proposed transactions or cause the
terms of the proposed transactions to be modified, (xvi) the ability of
the parties to obtain or consummate financing or refinancing related to
the transactions upon acceptable terms or at all, (xvii) the risk that
New Fox, as a new company that currently has no credit rating, will not
have access to the capital markets on acceptable terms, (xviii) the risk
that New Fox may be unable to achieve some or all of the benefits that
21CF expects New Fox to achieve as an independent, publicly-traded
company, (xix) the risk that New Fox may be more susceptible to market
fluctuations and other adverse events than it would have otherwise been
while still a part of 21CF, (xx) the risk that New Fox will incur
significant indebtedness in connection with the separation and
distribution, and the degree to which it will be leveraged following
completion of the distribution may materially and adversely affect its
business, financial condition and results of operations, (xxi) as well
as management's response to any of the aforementioned factors.

These risks, as well as other risks associated with the proposed
transactions, are more fully discussed in the updated joint proxy
statement/prospectus included in the registration statement on Form S-4
of New Disney that was filed in connection with the transaction, and
will be more fully discussed in the registration statement that will be
filed with respect to New Fox. While the list of factors presented here
and in the updated joint proxy statement/prospectus included in the Form
S-4 are, and the list of factors presented in the registration statement
of New Fox will be, considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward looking statements. Consequences
of material differences in results as compared with those anticipated in
the forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could have a
material adverse effect on 21CF's, Disney's or New Disney's consolidated
financial condition, results of operations, credit rating or liquidity.
Neither 21CF, Disney nor New Disney assume any obligation to publicly
provide revisions or updates to any forward looking statements, whether
as a result of new information, future developments or otherwise, should
circumstances change, except as otherwise required by securities and
other applicable laws.

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