Fox Corporation (FOXA)

[mick]

Shareholders in 21st Century Fox and The Walt Disney Co. are on board.

In short, simultaneous meetings at a Hilton hotel in Midtown Manhattan at 10 a.m. Eastern time on Friday, Fox (NASDAQ: FOXA, FOX) and Disney (NYSE: DIS) shareholders voted to approve the latter’s acquisition of Fox’s entertainment assets, moving the blockbuster merger one step closer to fruition.

Here’s a look at what Fox assets Disney will get with the acquisition, and what the new Fox will look like:

[mick]

Everybody wants a piece of the Sky (OTCMKTS:SKYAY) pie, but the real question is, is it worth it? Comcast (NASDAQ:CMCSA) argues affirmatively, making its intentions very clear that it wants the European pay-TV powerhouse. But CMCSA stock being what it is, almost any other alternative plan is preferable to Comcast buying Sky.

Reservations about the deal are not unique. No matter what it wants to say about itself, Comcast is a legacy business in a rapidly changing entertainment landscape. Not only that, it’s a debt-laden legacy business. At last count, the media giant had nearly $62 billion of debt on its books. That compares unfavorably to just over $5.2 billion in cash and cash equivalents.

Buying Sky is only going to make this cash-to-debt ratio worse than it already is. Plus, rival Disney (NYSE:DIS) may appreciate Comcast conceding in the race for Twenty-First Century Fox’s (NASDAQ:FOXA) entertainment assets. However, business is war. It’s not giving up Sky without a fight.

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The reason Comcast wants Sky is the exact same one that Disney uses to justify the inevitably rich price tag: international exposure. Sky levers an enviable riches of entertainment and sports channels in the lucrative European TV market. Similar to both suiters, Sky has a production business that is currently focused on original dramas.

Additionally, Sky offers an economical streaming package, as well as a premium streaming service. Naturally, this interests both Comcast and Disney, which must address the cord-cutting phenomenon.

5 High-Growth Stocks Headed for a Brick Wall
While buying Sky addresses many “wants” for Comcast, CMCSA stock could suffer from the burden. Shares have lost more than 12% year-to-date. They could lose much more if a deal goes through.

It’s noteworthy that CMCSA stock is up over 12% since Jun. 1. It’d be a shame if management ignored this precious momentum.

CMCSA Stock Needs a Realistic, Manageable Solution
I can speak unemotionally about CMCSA stock because I’m not vested in it. But if I were, I’d imagine I would approach Comcast’s all-in strategy for Sky with severe anxiety. Yes, it would provide extensive international coverage for the media firm, but the deal is like CMCSA buying a European version of itself.

Most critics focus on the acquisition cost, which is a very valid point. But looking closer at the details, I’m not sure how CMCSA stock benefits in the longer term. Simon Murray, principal analyst at London-based Digital TV Research, believes Comcast and Sky offer an easier partnership than a Disney-Sky duo due to shared core business structures (i.e., pay-TV model).

But that’s also the reason why it’s not a favorable partnership from an investment perspective. Streaming companies like Netflix (NASDAQ:NFLX) have increasingly pressured this business model. Eventually, streaming services will overtake the rest of the world. Sky’s declining revenue growth rate relative to historical performances is a huge red flag in this broader context.

Consider too that the post-second quarter earnings boost for CMCSA stock resulted from unexpectedly bigger high-speed internet customer growth. But even this positive surprise is likely a temporary reprieve.

Telecom and satellite-TV giants like Verizon (NYSE:VZ), T-Mobile (NASDAQ:TMUS) and Dish (NASDAQ:DISH) will debut 5G wireless internet services to compete head-to-head with Comcast.

Industry proponents for 5G estimate a 50% U.S. home-market penetration rate by the end of 2020. If successful, that’s going to crush Comcast’s broadband offering. Even worse, advancing technologies allow relative minnows to offer 5G services for a pittance of what typical broadband providers charge.

Comcast needs something else besides its European counterpart to provide substantive, long-term solutions. Beyond that, Comcast can’t afford Sky. The problem, though, is that management thinks it can.

Comcast Has Other Options
At this point, it’s practically useless to talk about alternatives. Comcast is hell-bent on buying Sky. The company lost a high-profile bidding war with Disney over Fox. Apparently, the chief execs at Comcast and Disney have a personal rivalry. All signs point to another protracted battle.

I do want to point out, though, that CMCSA stock is, at least on paper, incredibly undervalued. Shares are trading at seven-times trailing earnings and less than 14-times forward earnings. As research firm MoffettNathanson recently argued, management should consider buying back its shares.

[mick]

Sky May Not Be Crucial for Disney -- WSJ
Date : 07/19/2018 @ 3:02AM
Source : Dow Jones News
Stock : Twenty-First Century Fox, Inc. (FOXA)
Quote : 46.68 0.0 (0.00%) @ 8:53AM
Sky May Not Be Crucial for Disney -- WSJ

http://ih.advfn.com/p.php?pid=nmona&article=77892908

By Erich Schwartzel and Ben Fritz
This article is being republished as part of our daily reproduction of WSJ.com articles that also appeared in the U.S. print edition of The Wall Street Journal (July 19, 2018).

LOS ANGELES -- Walt Disney Co. Chief Executive Robert Iger has called Sky PLC a crown jewel of his $71 billion pursuit of 21st Century Fox Inc. assets. Now, as he decides how hard to fight for it, some on Wall Street are arguing that the European television company isn't key to Disney's future.

As part of his proposed takeover of most of Fox, Mr. Iger has the chance to immediately boost his company's international presence and new direct-to-consumer strategy by gaining ownership of Sky. Fox currently has a 39% stake in the European satellite company and internet provider and is bidding for the rest.

But Sky has also been targeted by Comcast Corp., which currently has the lead with a bid valuing Sky at $34 billion, 5% higher than Fox's most-recent offer.

A Fox takeover of Sky would essentially be done on behalf of Disney, presuming its agreement to buy Rupert Murdoch's media empire goes through and isn't topped by Comcast.

Some analysts on Wall Street say Sky, which was already in Fox's sights before the bidding war, isn't integral to Disney's future in streaming. Stepping back in favor of Comcast also offers Disney a chance reduce the debt load of its planned $71 billion acquisition of Fox.

"It's a nice-to-have, but not a must-have," said B. Riley FBR analyst Barton Crockett of Disney acquiring Sky. "Most investors I talk to would be happier if they just walked."

Fox and Wall Street Journal parent News Corp share common ownership.

Disney and Fox still could come back and top Comcast's offer for Sky, either because winning the bidding war could be advantageous for tax reasons or to save face in what has become a fierce battle between the company behind Mickey Mouse and the cable giant for media assets on both sides of the Atlantic.

Numerous analysts and media executives have speculated Disney could "split the baby" with Comcast and, in partnership with Fox, cede Sky to the cable company. Based on how the Sky auction plays out, Comcast could decide to drop its pursuit of Fox's assets, according to people familiar with the matter.

The two companies are prohibited from directly discussing such a deal, a person familiar with the matter said. Though a counteroffer for Sky would officially come from Fox, Disney has the power to veto such a move by blocking increased debt financing that would be needed, the companies said in regulatory filings Friday.

Fox could raise its bid for Sky at any point. But if it makes a move, it may wait until after a shareholder vote on its sale to Disney scheduled for July 27, so both companies have certainty about what would happen to the 39% stake.

As a satellite television service reaching about 23 million customers across five European countries, Sky would give Disney a head start in Mr. Iger's goal of transforming a traditional media company into one that distributes content it produces directly to consumers, in the mold of Netflix Inc.

Founded as a satellite TV provider in 1989, Sky has since grown to offer phone and internet service and produce original content.

As part of the Fox acquisition, Disney would acquire valuable franchises such as "Avatar" and "The Simpsons" that it could incorporate into its movie, consumer products and theme-park businesses. That library of titles is also seen as essential to the company's plans for streaming services.

Disney plans to launch a family targeted movie and TV streaming service in late 2019, complementing an ESPN-branded sports service that recently went live. If the Fox deal goes through, Disney would also assume majority control of Hulu, giving it a third digital offering, which it would populate with more adult content, the company has said.

Disney could use Sky's broadband internet offering to help launch the three streaming services in Europe. Sky has already announced plans to offer Netflix to its subscribers as part of an entertainment package.

Without Sky, Disney would have to launch its streaming services in Europe from scratch, which Mr. Iger has indicated he is prepared to do. The company doesn't have a strong record in digital businesses, though, with unsuccessful attempts to move into videogames and short-form online video, as well as a more limited video service in the U.K. called DisneyLife that has attracted few subscribers.

Mr. Iger has said another benefit of buying Sky and other Fox assets would be making his company more global.

In the fiscal year ended last October, Disney's revenue from all countries besides the U.S. and Canada was 24% of its $55.1 billion total.

On a conference call with analysts in December, Mr. Iger said that if Disney acquired Fox and all of Sky, the share of foreign revenue would jump to 40%.

Beyond Sky's strategic significance, financial considerations cut both ways.

If Disney were to acquire Fox and then sell its new minority stake in Sky to Comcast, it could reduce its cash outlay in the cash-and-stock $71 billion deal by $13 billion, Mr. Crockett said.

However, for tax advantages and the company's low cost of debt, Disney has more to gain from topping Comcast's current bid for Sky than selling the 39% stake, analysts at MoffettNathanson said in a recent report.

"From a strategic standpoint, we believe that the Sky assets are not as necessary for Disney in their path forward," the analysts wrote. However, they added, "the deal math suggests that the battle for Sky will continue moving higher."

--Shalini Ramachandran contributed to this article.

Write to Erich Schwartzel at [e-mail] and Ben Fritz at [e-mail]


(END) Dow Jones Newswires

July 19, 2018 02:47 ET (06:47 GMT)

Copyright (c) 2018 Dow Jones & Company, Inc.

[mick]

Twenty-First Century (FOXA)
46.68 ? 0.0 (0.00%)
Volume: 406,387 @ 8:53:07 AM EDT ET
Bid Ask Day's Range
46.14 46.15 - - -
FOXA Detailed Quote

[mick]

COMCAST DROPS FROM FOXA BIDDING/ 'Twenty-First Century Fox, Inc. (FOXA)'

[mick]

Hulu's Fate Hinges on Outcome of Fox Bidding War/ FOXA / DIS
Today 9:52 AM ET (Dow Jones)Print
By Joe Flint and Shalini Ramachandran

Hulu is caught in the middle of a custody battle.

Walt Disney Co. and Comcast Corp. are each vying to acquire the bulk of 21st Century Fox's entertainment assets, which includes its 30% stake in Hulu. The winner will end up with a controlling 60% stake in the streaming-video service.

Hulu could be pulled in different directions depending on who prevails. Comcast is interested in investing in Hulu with Live TV, a $40-a-month bundle of TV channels, as a way to target cable TV cord-cutters and catch up to rivals who already offer national streaming services, people familiar with the company's plans said.

Comcast also could boost Hulu's subscriptions by making it available through its cable boxes, the people said. Still, Comcast would have to overcome what has been an uneasy relationship with Hulu, at times, in the past.

Disney has indicated that Hulu would complement its separate plans to launch a direct-to-consumer service with child-friendly content, as the entertainment giant strives to take on Netflix Inc. and Amazon.com Inc. The idea is that Hulu would become "a more adult-oriented offering," Disney Chairman and Chief Executive Robert Iger has said, likely relying on content primarily from Fox outlets and less so from outside suppliers.

Because Hulu has made it a priority to add more children's content -- just this week it reached a deal with Viacom Inc. that included Nickelodeon shows like "Alvinnnn!!! And the Chipmunks" -- that potential outcome could rankle some Hulu employees.

Disney has a leg up in the takeover battle for the Fox assets, after submitting a $71.3 billion offer last week that topped Comcast's bid, and gaining antitrust clearance Wednesday from the U.S. Justice Department.

21st Century Fox and Wall Street Journal parent News Corp share common ownership.

The loser between Disney and Comcast, each of whom also own 30% of Hulu, will be a large minority owner, which could lead to tense moments in discussions over the streaming service's financing and content. The minority player will wield some power on the board, because Hulu has depended on its corporate parents to supply prime-time network programming and finance a business with increasing losses that totaled $920 million last year.

The controlling and minority partners will still have to agree on how much money to spend on original programming and its live TV-streaming service and whether to expand overseas to keep up with Netflix Inc.

Hulu launched 10 years ago primarily as a digital home for reruns of TV content. It has since grown into a full-service streaming platform with almost 20 million subscribers and critically acclaimed original shows including "The Handmaid's Tale."

Hulu offers two versions of its on-demand service: one with ads, and a more expensive feed with no ads. The majority of subscribers opt for the advertising feed, the company said, and last year Hulu had $1 billion in ad revenue.

It is possible having a controlling stakeholder could clear up what some former Hulu executives have described as the confusion of having multiple owners with different agendas. "Working for the Hulu board isn't easy," one former executive said.

Comcast hasn't had a say in the management of Hulu because of a government condition of its 2011 acquisition of NBCUniversal, which is how it obtained its Hulu stake. Those restrictions lift in September. AT&T Inc. owns the remaining 10% of Hulu, having acquired it as part of its Time Warner Inc. purchase.

If it gained control, Comcast would be unlikely to alter the platform's current programming strategy of carrying a broad range of content, including children's programming, a person familiar with the company's thinking said.

If Comcast made Hulu available on its advanced X1 cable box, that would make it very easy for the cable company's more than 20 million subscribers to sign up for the service. Hulu and Comcast were near a deal to do just that last year, but a leadership change at the streaming service led to a shift in priorities, people familiar with those talks said.

Earlier rounds of discussions to put Hulu on the X1 failed to yield a deal, with some Hulu executives believing Comcast was demanding onerous terms and wasn't all-in on the streaming service because it competes for viewers with Comcast's cable business, people familiar with those talks say. Comcast executives felt they were making a good-faith effort but the tangle of content rights complicated talks, people familiar with Comcast's viewpoint said.

But people close to Comcast said they see big potential in Hulu, including the online TV bundle, which has 800,000 subscribers. Comcast, which like all cable providers only operates in certain regions, could tap into new markets it doesn't serve by controlling Hulu with Live TV.

After Comcast made its rival bid, Steve Burke, chief executive of its media division, NBCUniversal, said on a call with analysts that Hulu is "a very important part of the deal" and Comcast is "very interested in investing and growing that business in the future."

No matter how the ownership structure changes, expanding distribution outside the U.S. will be key to helping Hulu improve its financial picture, because it will help amortize programming costs across more markets, said one executive familiar with Hulu's operations.

"Given the price points, it is hard to do Hulu as a domestic-only business," the executive said. "They need to expand effectively to monetize their programming budget. Netflix is getting international revenue, and Hulu isn't."

--Ben Fritz contributed to this article.

Write to Joe Flint at [e-mail] and Shalini Ramachandran at [e-mail]

(END) Dow Jones Newswires

June 28, 2018 09:52 ET (13:52 GMT)

Copyright (c) 2018 Dow Jones & Company, Inc.

[mick]

Twenty-First Century (FOXA)
48.35 ? 0.27 (0.56%)
Volume: 37,866,003 @ 7:21:07 PM EDT ET
Bid Ask Day's Range
48.41 48.7 48.18 - 49.24
FOXA Detailed Quote

[mick]

U.K. Says Blocking Fox's Sky Bid 'Not Preferred Approach'
Print
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1 Month : From May 2018 to Jun 2018

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By Jason Douglas and Stu Woo

LONDON--The U.K. government said Tuesday that it preferred not to block a long-delayed deal by Rupert Murdoch's 21st Century Fox Inc. (FOX) to consolidate ownership of British pay-TV giant Sky PLC (SKY.LN), but would only do so after hashing out the details of a planned divestment of Sky's news operations.

The decision by Britain's culture secretary pushes back any final sign-off on Mr. Murdoch's bid for all of Sky, and complicates a much bigger corporate standoff playing out in the U.S.

Cable giant Comcast Corp. (CMCSA) is also bidding for Sky, and U.K. Culture Secretary Matt Hancock said Tuesday the government found no objection for that deal going through.

That technically gives Comcast a slight advantage in their competing bids for Sky, but Mr. Hancock said blocking a Fox-Sky deal was "not my preferred approach." He said he was "optimistic" that the government could reach an agreement with Fox, and laid out a timeline of 15 days to reach a deal.

[mick]

PART FOUR/ 21CF

Disney

1211 Avenue of Americas

c/o Broadridge Corporate Issuer Solutions

New York, NY 10036

P.O. Box 1342

Attention: Investor Relations

Brentwood, NY 11717

1 [phone]

Attention: Disney Shareholder Services

[e-mail]

1 [phone]

Participants in the Solicitation
21CF, Disney and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding 21CF's directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is available in 21CF's Annual Report on Form 10-K for the year ended June 30, 2017 and its proxy statement filed on September 28, 2017, which are filed with the SEC. Information regarding Disney's directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is available in Disney's Annual Report on Form 10-K for the year ended September 30, 2017 and its proxy statement filed on January 13, 2017, which are filed with the SEC. A more complete description is available in the Form S-4 and will be available in the registration statement related to New Fox.

No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

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 and rulings with respect to the treatment of the transaction under U.S. and Australian tax laws), including the tax-free treatment of the transaction to 21CF's stockholders of the distribution of shares of New Fox common stock, (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 exchange ratio, (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 and/or Disney's common stock, (x) risks relating to the value of the Disney shares to be issued in the transaction and uncertainty as to the long-term value of 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 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 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 transaction or cause the terms of the proposed transaction to be modified, (xvi) 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, (xvii) 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, (xviii) 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, (xix) 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, (xx) the ability to obtain or consummate financing or refinancing related to the transaction upon acceptable terms or at all, (xxi) as well as management's response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the Form S-4 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 Form S-4 is, and the list of factors to be presented in the registration statement related to 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 or Disney's consolidated financial condition, results of operations, credit rating or liquidity. Neither 21CF nor Disney assumes 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.



View original content with multimedia:http://www.prnewswire.com/news-releases/21st-century-fox-sets-july-10-2018-special-meeting-for-vote-on-merger-agreement-with-the-walt-disney-company-300656379.html

SOURCE Twenty-First Century Fox, Inc.

© 2018 Canjex Publishing Ltd. All rights reserved.

[mick]

PART THREE/ Important Information About the Transaction and Where to Find It
In connection with the proposed transaction between The Walt Disney Company ("Disney") and Twenty-First Century Fox, Inc. ("21CF"), Disney has filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (File No. 333-224335) (as amended, the "Form S-4"), which was declared effective by the SEC on May 29, 2018. The Form S-4 includes a joint proxy statement of Disney and 21CF and also constitutes a prospectus of Disney. 21CF will file with the SEC a registration statement for a newly formed subsidiary ("New Fox"), which is contemplated to own certain assets and businesses of 21CF not being acquired by Disney in connection with the proposed transaction. 21CF and Disney may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Form S-4, the registration statement related to New Fox or any other document which 21CF or Disney may file with the SEC. INVESTORS AND SECURITY HOLDERS OF 21CF AND DISNEY ARE URGED TO READ THE REGISTRATION STATEMENTS, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Form S-4 including the joint proxy statement/prospectus and, when available, other documents filed with the SEC by 21CF and Disney through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of:

[mick]

PART TWO/ 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 www.21CF.com.

[mick]

PART ONE/ 1st Century Fox Sets July 10, 2018 Special Meeting For Vote On Merger Agreement With The Walt Disney Company

2018-05-30 08:10 ET - News Release


NEW YORK, May 30, 2018 /PRNewswire/ -- Twenty-First Century Fox, Inc. ("21CF") (NASDAQ: FOXA, FOX) announced that it has established a record date of May 29, 2018 and a meeting date of July 10, 2018, for a special meeting of its stockholders to, among other things, consider and vote on a proposal to adopt the previously announced merger agreement (the "Disney Merger Agreement") with The Walt Disney Company ("Disney") and certain of its subsidiaries. 21CF's board of directors recommends that stockholders vote in favor of the proposal to adopt the Disney Merger Agreement and the other proposals to be voted on at the special meeting.

21CF is aware of the press release of Comcast Corporation ("Comcast") of May 23, 2018, in which Comcast states that "it is considering, and is in advanced stages of preparing, an offer for the businesses of Fox that Fox has agreed to sell to Disney." Under the Disney Merger Agreement, if any event occurs that 21CF determines, after consultation with outside legal counsel, is reasonably likely to require under applicable law the filing or mailing of any supplemental or amended disclosure, 21CF may postpone or adjourn the special meeting of its stockholders to allow reasonable additional time for the filing, mailing, dissemination and review by its stockholders of any such disclosure prior to the special meeting.

[mick]

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[mick]

Twenty-First Century (FOXA)
37.51 ? 0.2 (0.54%)
Volume: 10,364,308 @ 5:57:48 PM EST ET
Bid Ask Day's Range
32.19 40.2 36.7538 - 37.72
FOXA Detailed Quote

[mick]

Disney and Fox Seal Deal -- WSJ
Date : 12/15/2017 @ 3:02AM
Source : Dow Jones News
Stock : Twenty-First Century Fox, Inc. (MM) (FOXA)
Quote : 34.99 0.11 (0.32%) @ 8:00PM
Disney and Fox Seal Deal -- WSJ

https://ih.advfn.com/p.php?pid=nmona&article=76304207

Pact is aimed at helping both companies fend off threat from digital giants like Netflix

By Ben Fritz, Amol Sharma and Sarah Rabil
This article is being republished as part of our daily reproduction of WSJ.com articles that also appeared in the U.S. print edition of The Wall Street Journal (December 15, 2017).

21st Century Fox Executive Chairman Rupert Murdoch invited Walt Disney Co. Chief Executive Robert Iger to his winery in Los Angeles last month as the executives were trying to nail down a deal that would mark a turning point in both of their careers.

After a lunch of chicken and salad, the executives opened a bottle of Chardonnay and walked through the vineyard to hash out terms under which Disney would buy Fox assets, people familiar with the discussions said. A few weeks later, as the talks reached the final stretch, the same property was threatened by a 422-acre brush fire that swept through the upscale Bel Air neighborhood.

The winery survived, and so did the deal.

Disney said Thursday it agreed to buy most of 21st Century Fox Inc. for $52.4 billion in stock, in a deal that would give Disney a dominant position in movies and sports and help bolster its flagging television business as it prepares to directly challenge digital giants like Netflix Inc.

Disney is buying the Twentieth Century Fox television and film studios, cable networks including FX and National Geographic Channel, Star India, a 39% stake in Sky, 22 regional sports networks and majority control of streaming-video service Hulu.

Mr. Iger said on a conference call that the deal will give Disney new film- and TV-production capabilities, plus franchises including Fox's Avatar and the X-Men; expand Disney's comparatively weak international television presence; and advance his goal of building direct relationships with consumers online.

The deal will allow Disney to "create more content, serve consumers better on the domestic and international level and essentially grow our offerings to consumers in multiple ways," he said.

Disney also will assume about $13.7 billion of 21st Century Fox's debt, bringing the total value of the deal to $66.1 billion. The deal is expected to generate about $2 billion in synergies from cost-cutting.

The pact is the biggest in Disney's history and could be legacy-defining for Mr. Iger, whose success in his 12-year tenure has been based largely on building Disney around key brands he acquired, including Pixar, Marvel and Star Wars. Now he is betting the company's future depends on expanding beyond those franchises and delivering a broader set of content directly to consumers over the web.

The deal also marks the end of an era for 86-year-old billionaire Mr. Murdoch, who built the entertainment business over decades and who has long been considered a buyer and creator of assets around the globe.

The remaining Fox company that will be spun off as part of the deal will have assets including the Fox News and Fox Business cable news networks, the FS1 cable sports channel, the Big Ten Network and a television broadcasting business that consists of 28 local TV stations and the Fox broadcast network.

"We're pivoting back to our first love, which is news and sports -- things that happen in real time," Mr. Murdoch said in an interview Thursday. "We're proud that we make great movies and TV shows, but it takes a long time."

The deal talks began this summer during a casual meeting between Messrs. Iger and Murdoch to discuss the state of the media business and the disruptive impact of technology, the executives said. Mr. Iger followed up with a phone call to the Fox chairman a few weeks later and "posed the notion of taking this seriously and possibly considering the two of us merging," Mr. Iger said on CNBC Thursday.

Mr. Murdoch was open to hiving off entertainment assets. "We're conscious that the way people watch scripted entertainment has changed," he said in the interview. "It's harder to monetize. That's been happening as a result of technology and people's habits."

Though Mr. Murdoch has long been a buyer, there were no appealing options.An attempt to buy Time Warner Inc. in 2014 was unsuccessful. "Who would we acquire?" he said.

The initial Disney-Fox talks broke down in October, then restarted a few weeks later, with significant gaps remaining, including how Fox would be valued and how to handle regulatory and tax issues.

A breakthrough came on Nov. 19 at the meeting at the Moraga winery, people familiar with the discussions said. Disney's chief strategy officer, Kevin Mayer, was also present, as well as John Nallen, Fox's chief financial officer, a top lieutenant of Mr. Murdoch and key architect of the deal. During the winery visit, the executives resolved nearly all the major issues except price, one of the people said.

On Tuesday of this week, Messrs. Murdoch and Iger had lunch in London, by which time the deal was essentially done, the people said.

James Murdoch, Mr. Murdoch's son and Fox's chief executive, spoke to Mr. Iger on a regular basis throughout the process, the people said, adding that Mr. Iger has asked him to help plan the integration of the Fox assets. Mr. Iger said the men will continue to discuss whether there is a role for James Murdoch at Disney in the future.

Disney wasn't the only company to reach out to Fox about a deal. Verizon Communications Inc. did so in September, according people familiar with the discussions. Cable giant Comcast Corp. also pursued an acquisition of Fox assets. Mr. Murdoch said he opted for a deal with Disney largely because he felt it would be an easier sell in Washington and wouldn't require major structural concessions. "That was the deciding factor," he said. "We didn't want to go through that for a year and a half and have a crippled company handed back to us."

Mr. Iger said on the investor call that while he expects significant scrutiny from governments, he believes regulators "should quickly conclude the aim of this combination is to create more high-quality product for consumers around the world and to deliver it in more compelling, innovative ways."

Disney said it expects to receive all the needed approvals to close the deal in 12 to 18 months. If government regulators block the deal, Disney will have to pay Fox a termination fee of $2.5 billion, according to a Disney regulatory filing.

As part of the deal, Disney's board is extending Mr. Iger's contract past its previous expiration in July of 2019. He will now stay on as CEO through the end of 2021 if the deal closes,, Disney said, and is eligible for stock awards of up to $142 million at the current share price. His base salary and target bonus will also rise.

21st Century Fox shareholders will own 25% of Disney after the all-stock transaction, and the Murdochs have positioned the deal as a way for investors to benefit from Disney's giant content machine and bolstered efforts to deliver entertainment directly to consumers.

21st Century Fox shareholders also will retain their existing ownership of the spun-off Fox, which will have about $9 billion in debt and $10 billion in annual revenue.

Some analysts are predicting the leaner Fox could pursue its own acquisitions.

In 2013, the Murdoch family split its media empire, putting entertainment assets in 21st Century Fox and publishing assets, including The Wall Street Journal and newspapers in the U.K. and Australia, in a new News Corp. Mr. Murdoch has contemplated reuniting News Corp with the new Fox but it is unlikely in the near term given complexities including how to manage the potential tax bill, people familiar with the matter said.

The breakup of 21st Century Fox comes with trade-offs. The new Fox will primarily draw revenue from fees paid by TV distributors and advertising sales, leaving it more exposed to the shifting television landscape where cord-cutting and new streaming competitors have reduced ratings and pay-TV subscribers.

Also, the Fox broadcast network will be severed from the Twentieth Century Fox television studio, which produces most of its shows. "We can make our own programs," the elder Mr. Murdoch said on a conference call. Fox will still buy from Twentieth Century Fox Television, and independent studios such as Warner Bros. and Sony "will be looking to us to buy programs," he said.

The Fox network has been struggling for years. Sports rights help Fox command significant carriage fees from pay-TV distributors and its own affiliates, but if its entertainment ratings sink further, maintaining that leverage could be a challenge.

The leadership and management structure of the new Fox is still being figured out, Lachlan Murdoch, currently executive co-chairman of 21st Century Fox alongside his father, said on the call. A person familiar with the situation said Lachlan is likely to become the CEO.

--Joe Flint contributed to this article.

Write to Ben Fritz at [e-mail], Amol Sharma at [e-mail] and Sarah Rabil at [e-mail]


(END) Dow Jones Newswires

December 15, 2017 02:47 ET (07:47 GMT)

Copyright (c) 2017 Dow Jones & Company, Inc.

[mick]

https://www.benzinga.com/stock/foxa

[mick]

http://www.barchart.com/opinions/stocks/FOXA

[mick]

Twenty-First Century (FOXA)
31.15 ? 1.83 (6.24%)
Volume: 35,337,271 @ 7:17:09 PM EST ET
Bid Ask Day's Range
31.02 31.18 30.22 - 31.465
FOXA Detailed Quote

[Stockteacher80]

You have the facts! Great job I'm not selling 4 7 years

[mick]

VOLUME ALERT/ Avg Vol (10-day)6.5M/ TODAY/ VOLUME ALERT/ Avg Vol (10-day)6.5M/ TODAY/ FOXA
Bid: 26.56 Ask: 26.57 Last: 26.57 Chg ($): 1.60 Vol:

[mick]

==============================================

FOXA/ TWO YEAR CHART: NASDAQ
[-chart]charting.nasdaq.com/ext/charts.dll?2-1-14-0-0-524-03NA000000FOXA-&SF:6|8|27-SH:8=200|27=10-WD=539-HT=395-[/chart]

FOXA/ 10yr, Chart NASDAQ
[-chart]charting.nasdaq.com/ext/charts.dll?2-1-14-0-0-5120-03NA000000FOXA-&SF:1|39|38|8|27-SH:8=20|27=10-WD=539-HT=395-[/chart]

[-chart]www.stockta.com/cgi-bin/candle.pl?cobrand=&symb=FOXA&size=analysis&support=0.00,15,0.00,66,0.00,38,0.00,14,0.00,12,0.00,15,0.00,3,0.00,2,0.00,4,0.00,6,0.00,2&trend=[/chart]

http://www.barchart.com/quotes/stocks/FOOXA

[-chart]www.stockscores.com/chart.asp?TickerSymbol=FOXA&TimeRange=180&Interval=d&Volume=1&ChartType=CandleStick&Stockscores=1&ChartWidth=830&ChartHeight=500&LogScale=&Band=&avgType1=&movAvg1=&avgType2=&movAvg2=&Indicator1=None&Indicator2=None&Indicator3=None&Indicator4=None&endDate=&CompareWith=&entryPrice=&stopLossPrice=&candles=redgreen[/chart]

[mick]

http://www.barchart.com/quotes/stocks/FOXA

[mick]

[mick]

FOXA/ 10yr, Chart NASDAQ

[mick]

FOXA/ TWO YEAR CHART: NASDAQ

[mick]

$DIS AND FOXA IN TALKS/

[mick]

https://www.stockscores.com/charts/charts/?ticker=FOXA

[mick]

Twenty-First Century (FOXA)
26.06 ? 0.27 (1.05%)
Volume: 6,601,011 @ 5:38:52 PM EDT ET
Bid Ask Day's Range
25.2 26.14 25.81 - 26.07
FOXA Detailed Quote

[mick]

Twenty-First Century (FOXA)
28.1 ? 0.0 (0.00%)
Volume: 76 @ 8:02:03 AM ET
Bid Ask Day's Range
27.63 28.99 - - -
FOXA Detailed Quote

[mick]

Charles Payne Re-Signs Multi-Year Contract with FOX Business Network "Business Wire" - 6/7/2017 11:36:00 AM

[mick]

any fox networking here ????? / Twenty-First Century Fox, Inc. (FOXA)

[mick]

http://www.otcmarkets.com/stock/FOX/quote

http://www.otcmarkets.com/stock/FOX/profile

[mick]

i think on target / 'Twenty-First Century Fox, Inc. (FOXA)' , any changed thoughts ?????

[mick]

[mick]

FOXA News: FOX News Channel Re-Signs Eric Bolling to Multiyear Contract 06/05/2017 12:07:00 PM

[mick]

FOXA News: FOX News Channel Re-Signs Martha MacCallum to Long-Term Contract 06/01/2017 12:16:00 PM
FOXA News: FOX News Channel’s The Next Revolution with Steve Hilton to Debut on Sunday, June 4th 05/30/2017 12:15:00 PM

[mick]

FOXA News: FOX News Statement Regarding The Five Co-Host Bob Beckel 05/19/2017 11:48:00 AM
FOXA News: FOX News Channel Announces Plans for State of the Art Newsroom 05/17/2017 10:43:00 AM

[mick]

Twenty-First Century (FOXA)
27.585 ? -0.155 (-0.56%)
Volume: 4,790,362 @ 12:24:44 PM ET
Bid Ask Day's Range
27.58 27.59 27.49 - 27.94
FOXA Detailed Quote

[ValueInvestor15]

Wedbush increased the price target on FOXA to $32. In the ball park...

Analysis

[NathanH]

In at 24.27

[stocktrademan]

$FOXA DD Notes ~ http://www.ddnotesmaker.com/FOXA

bullish

$FOXA recent news/filings

## source: finance.yahoo.com

Sun, 28 Dec 2014 18:40:02 GMT ~ The top films at the North American box office

[Reuters] - Following are the top 10 movies at North American box offices for the three days starting Dec. 26, led by "The Hobbit: The Battle of the Five Armies," according to studio estimates compiled by ...

read full: http://finance.yahoo.com/news/top-films-north-american-box-184002430.html
*********************************************************

Sun, 28 Dec 2014 16:30:00 GMT ~ Box Office: 'The Hobbit 3' Scorches With $54M Christmas Weekend


read full: http://www.forbes.com/sites/scottmendelson/2014/12/28/box-office-the-hobbit-3-scorches-with-54m-christmas-weekend/?partner=yahootix
*********************************************************

Sat, 27 Dec 2014 17:00:00 GMT ~ Friday Box Office: 'Hobbit' Tops Christmas Debuts, 'Imitation Game' Expands Strong


read full: http://www.forbes.com/sites/scottmendelson/2014/12/27/friday-box-office-hobbit-tops-christmas-debuts-imitation-game-expands-strong/?partner=yahootix
*********************************************************

Fri, 26 Dec 2014 14:00:00 GMT ~ 'Interstellar,' 'The Interview,' And The Most Disappointing Films Of 2014


read full: http://www.forbes.com/sites/scottmendelson/2014/12/26/interstellar-the-interview-and-the-most-disappointing-films-of-2014/?partner=yahootix
*********************************************************

Wed, 24 Dec 2014 14:04:03 GMT ~ Amazon’s looking to aggressively acquire more video content


read full: http://finance.yahoo.com/news/amazon-looking-aggressively-acquire-more-140403244.html
*********************************************************


$FOXA charts

basic chart ## source: stockcharts.com



basic chart ## source: stockscores.com



big daily chart ## source: stockcharts.com



big weekly chart ## source: stockcharts.com


$FOXA company information

## source: otcmarkets.com

Link: http://www.otcmarkets.com/stock/FOXA/company-info
Ticker: $FOXA
OTC Market Place: Not Available
CIK code: not found
Company name: Twenty-First Century Fox, Inc.
Incorporated In: DE, USA

Business Description:


$FOXA share structure

## source: otcmarkets.com

Market Value: Not Available
Shares Outstanding: Not Available
Float: Not Available
Authorized Shares: Not Available
Par Value: Not Available
$FOXA extra dd links

Company name: Twenty-First Century Fox, Inc.
## STOCK DETAILS ##
After Hours Quote (nasdaq.com): http://www.nasdaq.com/symbol/FOXA/after-hours
Option Chain (nasdaq.com): http://www.nasdaq.com/symbol/FOXA/option-chain
Historical Prices (yahoo.com): http://finance.yahoo.com/q/hp?s=FOXA+Historical+Prices
Company Profile (yahoo.com): http://finance.yahoo.com/q/pr?s=FOXA+Profile
Industry (yahoo.com): http://finance.yahoo.com/q/in?s=FOXA+Industry

## COMPANY NEWS ##
Market Stream (nasdaq.com): http://www.nasdaq.com/symbol/FOXA/stream
Latest news (otcmarkets.com): http://www.otcmarkets.com/stock/FOXA/news - http://finance.yahoo.com/q/h?s=FOXA+Headlines

## STOCK ANALYSIS ##
Analyst Research (nasdaq.com): http://www.nasdaq.com/symbol/FOXA/analyst-research
Guru Analysis (nasdaq.com): http://www.nasdaq.com/symbol/FOXA/guru-analysis
Stock Report (nasdaq.com): http://www.nasdaq.com/symbol/FOXA/stock-report
Competitors (nasdaq.com): http://www.nasdaq.com/symbol/FOXA/competitors
Stock Consultant (nasdaq.com): http://www.nasdaq.com/symbol/FOXA/stock-consultant
Stock Comparison (nasdaq.com): http://www.nasdaq.com/symbol/FOXA/stock-comparison
Investopedia (investopedia.com): http://www.investopedia.com/markets/stocks/FOXA/?wa=0
Research Reports (otcmarkets.com): http://www.otcmarkets.com/stock/FOXA/research
Basic Tech. Analysis (yahoo.com): http://finance.yahoo.com/q/ta?s=FOXA+Basic+Tech.+Analysis
Barchart (barchart.com): http://www.barchart.com/quotes/stocks/FOXA
DTCC (dtcc.com): http://search2.dtcc.com/?q=Twenty-First+Century+Fox%2C+Inc.&x=10&y=8&sp_p=all&sp_f=ISO-8859-1
Spoke company information (spoke.com): http://www.spoke.com/search?utf8=%E2%9C%93&q=Twenty-First+Century+Fox%2C+Inc.
Corporation WIKI (corporationwiki.com): http://www.corporationwiki.com/search/results?term=Twenty-First+Century+Fox%2C+Inc.&x=0&y=0

## FUNDAMENTALS ##
Call Transcripts (nasdaq.com): http://www.nasdaq.com/symbol/FOXA/call-transcripts
Annual Report (companyspotlight.com): http://www.companyspotlight.com/library/companies/keyword/FOXA
Income Statement (nasdaq.com): http://www.nasdaq.com/symbol/FOXA/financials?query=income-statement
Revenue/EPS (nasdaq.com): http://www.nasdaq.com/symbol/FOXA/revenue-eps
SEC Filings (nasdaq.com): http://www.nasdaq.com/symbol/FOXA/sec-filings
Latest filings (otcmarkets.com): http://www.otcmarkets.com/stock/FOXA/filings
Latest financials (otcmarkets.com): http://www.otcmarkets.com/stock/FOXA/financials
Short Interest (nasdaq.com): http://www.nasdaq.com/symbol/FOXA/short-interest
Dividend History (nasdaq.com): http://www.nasdaq.com/symbol/FOXA/dividend-history
RegSho (regsho.com): http://www.regsho.com/tools/symbol_stats.php?sym=FOXA&search=search
OTC Short Report (otcshortreport.com): http://otcshortreport.com/index.php?index=FOXA
Short Sales (otcmarkets.com): http://www.otcmarkets.com/stock/FOXA/short-sales
Key Statistics (yahoo.com): http://finance.yahoo.com/q/ks?s=FOXA+Key+Statistics
Insider Roster (yahoo.com): http://finance.yahoo.com/q/ir?s=FOXA+Insider+Roster
Income Statement (yahoo.com): http://finance.yahoo.com/q/is?s=FOXA
Balance Sheet (yahoo.com): http://finance.yahoo.com/q/bs?s=FOXA
Cash Flow (yahoo.com): http://finance.yahoo.com/q/cf?s=FOXA+Cash+Flow&annual

## HOLDINGS ##
Major holdings (cnbc.com): http://data.cnbc.com/quotes/FOXA/tab/8.1
Insider transactions (yahoo.com): http://finance.yahoo.com/q/it?s=FOXA+Insider+Transactions
Insider transactions (secform4.com): http://www.secform4.com/insider-trading/FOXA.htm
Insider transactions (insidercrow.com): http://www.insidercow.com/history/company.jsp?company=FOXA
Ownership Summary (nasdaq.com): http://www.nasdaq.com/symbol/FOXA/ownership-summary
Institutional Holdings (nasdaq.com): http://www.nasdaq.com/symbol/FOXA/institutional-holdings
Insiders (SEC Form 4) (nasdaq.com): http://www.nasdaq.com/symbol/FOXA/insider-trades
Insider Disclosure (otcmarkets.com): http://www.otcmarkets.com/stock/FOXA/insider-transactions

## SOCIAL MEDIA AND OTHER VARIOUS SOURCES ##
PST (pennystocktweets.com): http://www.pennystocktweets.com/stocks/profile/FOXA
Market Watch (marketwatch.com): http://www.marketwatch.com/investing/stock/FOXA
Bloomberg (bloomberg.com): http://www.bloomberg.com/quote/FOXA:US
Morningstar (morningstar.com): http://quotes.morningstar.com/stock/s?t=FOXA
Bussinessweek (businessweek.com): http://investing.businessweek.com/research/stocks/snapshot/snapshot_article.asp?ticker=FOXA



$FOXA DD Notes ~ http://www.ddnotesmaker.com/FOXA