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Comcast has formally announced its plan to make Rupert Murdoch even wealthier

Comcast has spent the previous few weeks telling everybody it used to be going to compete with Disney for a large bite of Rupert Murdoch’s media empire.

Now it’s making it formal: It’s providing $65 billion, coins. That’s $35 a proportion — what it describes as a 19 p.c top class over Disney’s bid.

The one factor that will have derailed that will had been a ruling in opposition to AT&T’s plans to shop for Time Warner.

Subsequent steps: Disney will come to a decision if it needs to counter Comcast’s bid — however there’s little probability it doesn’t. And the 2 facets will spend numerous power speaking up the relative deserves in their bids, above and past the acquisition worth.

We’ve already laid the ones out for you (you’re welcome!), however right here’s a brand new one we haven’t written up prior to from the Comcast workforce: Virtually the whole thing we need to purchase from Murdoch — Sky, Superstar India, and so on. — isn’t within the U.S. anyway; through our depend, 70 p.c of the income from the ones property is generated outdoor The usa. So U.S. antitrust regulators received’t have a lot to take a look at it.

Your transfer, Disney.

Right here’s Comcast’s letter pronouncing the brand new bid to Murdoch and his sons Lachlan and James, adopted through a press free up:

Expensive Rupert, Lachlan and James,

We have now lengthy admired what the Murdoch circle of relatives has constructed at Twenty-First Century Fox. After our conferences remaining yr, we got here away satisfied that the 21CF companies to be offered are extremely complementary to ours, and that our corporate will be the proper strategic house for them.

So, we have been disenchanted when 21CF determined to go into right into a transaction with The Walt Disney Corporate, even if we had presented a meaningfully upper worth. We have now reviewed the publicly to be had phrases of the proposed Disney transaction, in addition to the joint proxy remark/prospectus filed with the SEC describing the explanations for the 21CF Board of Administrators’ determination. In mild of the day past’s determination within the AT&T/Time Warner case, the restricted time prior in your shareholders’ assembly, and our robust persevered passion, we’re happy to give a brand new, all-cash proposal that absolutely addresses the Board’s mentioned considerations with our prior proposal.

Our new proposal gives 21CF shareholders $35.00 in line with proportion in coins and 100% of the stocks of New Fox after giving impact to its proposed derivative, offering awesome and extra sure worth as in comparison to Disney’s all-stock be offering. Our proposal represents a top class of roughly 19% to the price of Disney’s be offering as of midday as of late. We’re extremely assured in our skill to finance the transaction, and our be offering comprises no financing-related prerequisites.

We also are extremely assured that our proposed transaction will download all important regulatory approvals in a well timed means and that our transaction is as or much more likely to obtain regulatory approval than the Disney transaction. Accordingly, we’re providing the similar regulatory commitments as those 21CF has already received from Disney, together with the similar $2.five billion opposite termination price agreed to through Disney. To additional proof our dedication, we are also providing to reimburse the $1.525 billion break-up price to be paid through you to Disney, for a complete price to Comcast of $four.025 billion, within the extremely not going state of affairs that our transaction does now not shut as a result of we fail to procure all important regulatory approvals.

We welcome the chance to speak about the regulatory problems offered through every deal. We word that there will have to now not be any significant distinction within the timing of the U.S. antitrust assessment between a Comcast and Disney transaction. We have now made our HSR submitting as of late, which officially starts our regulatory assessment on the DOJ. As well as, now we have already submitted a big quantity of paperwork and knowledge to the DOJ in reference to its assessment of the Disney transaction. This data in large part overlaps with the ideas that the DOJ will want to assessment a Comcast transaction. Because of this, our transaction will have to be reviewable through the DOJ in the similar cycle as Disney’s transaction. We in a similar fashion be expecting that our transaction will have to be reviewable through global regulators in as well timed a fashion because the Disney transaction, and will have to be as or much more likely to obtain global approvals, given our slightly small presence outdoor the U.S.

Our Board of Administrators has unanimously licensed this proposal, and no Comcast shareholder vote will probably be required for this transaction.

As a result of your determination to agenda the vote at the Disney merger proposal for July 10, time is of the essence in your attention of our proposal. We’re to be had to fulfill at any time to reply to questions of the Board, control or your advisors, so that you’re able to validate the prevalence of our be offering, and negotiate and input right into a merger settlement, once imaginable thereafter. Given the very brief period of time, as of late we’re submitting a initial proxy remark with the SEC towards the Disney merger proposal, as now we have been urged that is important to be able so to be in contact along with your shareholders immediately in regards to the votes they’re being requested to forged on July 10. We are hoping that is precautionary most effective, as we think to paintings in combination to succeed in an settlement over the following a number of days.

Extra detailed knowledge referring to our proposal is connected.

I stay up for our discussions and dealing with you towards finishing this thrilling transaction for the Fox shareholders.

Very really yours,

/s/ Brian L. Roberts

Brian L. Roberts

Chairman and CEO


All-cash attention

Comcast proposes to obtain 100% of the exceptional stocks of 21CF for $35.00 in line with proportion in coins, reflecting a $65 billion fairness worth for 21CF (after giving impact to the proposed derivative of New Fox) and a top class of roughly 19% to the price of Disney’s be offering as of midday as of late.

Our all-cash proposal will supply 21CF shareholders with sure worth and fast liquidity. Our proposal isn’t matter to a financing situation. We have now won Extremely Assured Letters from Financial institution of The usa Merrill Lynch and Wells Fargo.

We have now ready a draft merger settlement reflecting the phrases described herein and our felony workforce of Davis Polk and Wachtell Lipton are to be had to fulfill with their suitable opposite numbers to speak about and assessment the record. Our draft merger settlement differs from the Disney settlement most effective to replicate the awesome phrases described on this letter, to conform the settlement to replicate an all-cash transaction (together with no Comcast shareholder vote) and to supply better walk in the park through getting rid of the will for any 21CF constitution amendments. Our draft is matter to study of any subject material personal knowledge in terms of 21CF’s proposed transaction with Disney, together with with recognize to Disney’s regulatory endeavor and the separation of New Fox.

Allocation of regulatory chance

We have now revised our proposal to particularly cope with the 21CF Board of Administrators’ mentioned considerations in regards to the remedy of any required regulatory divestitures, together with their tax prices, and a opposite termination price.

· We can comply with the similar divestiture package deal as Disney, i.e., a dedication to divest (i) any of 21CF’s RSNs and (ii) different 21CF property representing as much as $500 million of EBITDA (much less as much as $250 million of EBITDA as a result of divested RSNs).

· We can comply with the similar allocation of any tax tasks as Disney in reference to any required divestitures.

· We can comply with the similar opposite termination price of $2.five billion as Disney, within the match the transaction does now not shut on account of a failure to procure the desired regulatory approvals.

We can additionally comply with behavioral restrictions as in depth as the ones agreed to through Disney and, like Disney, we will be able to additionally comply with litigate any motion taken through the Division of Justice to dam the transaction.

Compensation of Disney Smash-Up Price

Along with our fee of the $2.five billion opposite termination price, within the not going match that our transaction is terminated because of a failure to procure the desired regulatory approvals, we will be able to additionally comply with reimburse 21CF for the $1.525 billion break-up price required to be paid to Disney in reference to termination of the Disney transaction and access right into a merger settlement with us.


Comcast has one after the other introduced, pursuant to Rule 2.7 of the United Kingdom Town Code on Takeovers and Mergers, a pre-conditional all-cash company be offering for all of the issued and to be issued proportion capital of Sky %. We intend to pursue this be offering in parallel with our acquisition of 21CF. In fact, the phrases of any transaction between Comcast and 21CF will want to be in step with our respective tasks underneath the United Kingdom takeover regime.

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