The Walt Disney Company (“Disney”) (NYSE: DIS) and Twenty-First
Century Fox, Inc. (“21CF”) (NASDAQ: FOXA, FOX), in connection with
Disney’s acquisition of 21CF (the “Acquisition”), announced today
that the deadline for holders of 21CF common stock to elect the
form of consideration they wish to receive in the Acquisition will
be at 5:00 p.m., Eastern Time, on March 14, 2019 (the “Election
Deadline”). In addition, Disney and 21CF announced that they expect
21CF to distribute, at approximately 8:00 a.m. Eastern Time on
March 19, 2019 all issued and outstanding shares of Fox Corporation
common stock to 21CF stockholders (other than holders of the shares
held by subsidiaries of 21CF) on a pro rata basis and for the
Acquisition to become effective at 12:02 a.m. Eastern Time on March
20, 2019.
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The Election Form and Letter of Transmittal (the “Election
Form”) necessary for 21CF stockholders to make an election as to
the form of consideration they wish to receive was mailed on
December 27, 2018 to holders of record of 21CF common stock as of
December 19, 2018.
As further described in the election materials sent to 21CF
stockholders to make an election, 21CF stockholders should follow
the applicable options available to them, and must properly
complete and submit their elections and signed election materials
to Computershare Trust Company, N.A., the exchange agent in the
Acquisition, by the Election Deadline. 21CF stockholders who are
record holders and hold all of their shares of 21CF common stock in
electronic, book-entry form can also submit their election
instructions online by logging on to the Web Platform at
www.electdisney.com. 21CF stockholders who hold their shares
through a bank, broker or other nominee should promptly contact
their broker, bank or other nominee and follow their instructions
as to the procedures for making an election and may be subject to
an earlier deadline than the Election Deadline. Any 21CF
stockholder who holds shares of 21CF common stock through a broker,
bank or other nominee should contact such broker, bank or nominee
with any questions.
Each 21CF stockholder may elect to receive, for each share of
21CF common stock he, she or it owns as of the Election Deadline
and continues to hold immediately prior to the completion of the
Acquisition, and subject to automatic proration and adjustment
procedures set forth in the Amended and Restated Agreement and Plan
of Merger (the “Merger Agreement”), dated as of June 20, 2018, by
and among 21CF, Disney and certain of Disney’s subsidiaries, either
cash (the “Cash Consideration”) or shares of common stock, par
value $0.01 per share, of TWDC Holdco 613 Corp. (“New Disney”), the
holding company that will own Disney and 21CF following the
Acquisition (the “Stock Consideration”).
There is no guarantee that any 21CF stockholder will receive the
form of consideration he, she or it elects on its Election Form if
the Acquisition closes. After the Election Deadline, Disney will
calculate the amount of cash and/or shares of New Disney common
stock to be distributed to each 21CF stockholder based on all valid
elections received and in accordance with the Merger Agreement. Any
election made will be subject to the automatic proration and
adjustment procedures set forth in the Merger Agreement, which
ensure that the aggregate Cash Consideration (before giving effect
to adjustment for transaction taxes contemplated by the Merger
Agreement) is equal to $35.7 billion. As a result, the form of
consideration that each 21CF stockholder elects to receive may be
adjusted such that 21CF stockholders may receive, in part, a
different form of consideration than the form elected. Any 21CF
stockholder not making an election will receive the Cash
Consideration, the Stock Consideration or a combination of both,
depending on the elections made by other 21CF stockholders
according to the allocation procedures specified in the Merger
Agreement and described in the joint proxy statement/prospectus,
dated June 28, 2018, as supplemented.
If the Election Deadline is rescheduled, 21CF and Disney will
publicly announce the rescheduled Election Deadline.
21CF stockholders should carefully read the Joint Proxy
Statement/Prospectus, the Merger Agreement, the Election Form and
all election materials provided to them before making their
elections.
About Disney
Disney, together with its subsidiaries, is a diversified
worldwide entertainment company with operations in four business
segments: Media Networks; Parks, Experiences and Products; Studio
Entertainment; and Direct-to-Consumer and International. Disney is
a Dow 30 company and had annual revenues of $59.4 billion in its
Fiscal Year 2018. For more information about Disney, please visit
www.thewaltdisneycompany.com.
About 21CF
21CF 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, 21CF 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. For more information about 21CF,
please visit www.21CF.com.
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 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), (iii) the risk
that the anticipated tax treatment of the transaction is not
obtained, (iv) 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, (v) potential
litigation relating to the proposed transaction that could be
instituted against 21CF, Disney or their respective directors, (vi)
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the transactions,
(vii) risks associated with third party contracts containing
consent and/or other provisions that may be triggered by the
proposed transaction, (viii) 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, (ix) 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, (x) 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 Acquisition, (xi) the risks and costs associated
with, and the ability of New Disney to, integrate the businesses
successfully and to achieve anticipated synergies, (xii) the risk
that disruptions from the proposed transaction will harm 21CF’s or
Disney’s business, including current plans and operations, (xiii)
the ability of 21CF or Disney to retain and hire key personnel,
(xiv) 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, (xv) the ability of the parties to
obtain or consummate financing or refinancing related to the
transactions upon acceptable terms or at all, (xvi) 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 in the information statement included in the
registration statement on Form 10 with respect to Fox Corporation.
While the list of factors presented here and in the updated joint
proxy statement/prospectus included in the Form S-4 and in the
information statement included in the Form 10 of Fox Corporation
are 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, New
Disney’s or Fox Corporation’s consolidated financial condition,
results of operations, credit rating or liquidity. Neither 21CF,
Disney, New Disney nor Fox Corporation 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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Media Contacts:
The Walt Disney Company:
Zenia Muchazenia.mucha@disney.com(818) 560-5300
David Jeffersondavid.j.jefferson@disney.com(818) 560-4832
21st Century Fox:
Nathaniel Brownnbrown@21cf.com(212) 852-7746
Investor Contacts:
The Walt Disney Company:
Lowell Singerlowell.singer@disney.com(818) 560-6601
21st Century Fox:
Reed Nolternolte@21cf.com(212) 852-7092
Mike Petriempetrie@21cf.com(212) 852-7130
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