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 (212) 852 7059
Attention: Disney Shareholder Services
Investor@21CF.com
1 (855) 553 4763
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.
Recent FOXA News
- OutKick Continues to See Growth in Q1 of 2024 • Business Wire • 04/18/2024 04:21:00 PM
- FOX News Digital Marks Twelve Consecutive Quarters Leading News Brands With Multiplatform Minutes • Business Wire • 04/17/2024 10:57:00 PM
- Fox Corporation Executives to Discuss Third Quarter Fiscal 2024 Financial Results Via Webcast • PR Newswire (US) • 04/11/2024 04:00:00 PM
- Greg Gutfeld Signs Multi-Year Contract Extension With FOX News Media • Business Wire • 04/04/2024 06:05:00 PM
- FOX Nation to Debut New Docuseries ‘Surviving Hamas: A Benjamin Hall Special’ on April 9 • Business Wire • 04/04/2024 02:48:00 PM
- FOX Nation to Release All New “COPS: Spring Break” Collection Beginning This Friday • Business Wire • 04/03/2024 05:39:00 PM
- FOX Unveils Evolved AdRise Platform to Power OneFOX Audience Network • PR Newswire (US) • 04/03/2024 03:00:00 PM
- FOX News Channel Crushes CNN and MSNBC Combined in Total Day and Primetime Viewers for First Quarter of 2024 • Business Wire • 04/02/2024 07:40:00 PM
- FOX Nation Signs Renowned Author James Patterson to Helm Three-Part True Crime Series • Business Wire • 04/01/2024 04:01:00 PM
- FOX Nation Partners With Martin Scorsese for New Docudrama ‘Martin Scorsese Presents: THE SAINTS’ • Business Wire • 03/27/2024 05:05:00 PM
- FOX Nation to Present “Prisoner of Putin” on Thursday, March 28th • Business Wire • 03/25/2024 02:51:00 PM
- FOX Nation to Premiere “Menendez Brothers: Victims or Villains” on Monday, March 25 • Business Wire • 03/21/2024 05:28:00 PM
- OutKick Delivers Over 20 Million Unique Visitors, Views, and Minutes in February 2024 • Business Wire • 03/21/2024 02:26:00 PM
- FOX News Digital Surpasses CNN With Total Digital Multiplatform Unique Visitors for First Time Ever • Business Wire • 03/19/2024 10:44:00 PM
- FOX Nation Renews Hit Series Crime Cam 24/7 Hosted by “Sticks” Larkin for Season Two • Business Wire • 03/19/2024 04:49:00 PM
- FOX Nation Expands Distribution to DISH Network and SLING TV • Business Wire • 03/12/2024 05:14:00 PM
- Fox Corporation Chief Operating Officer John Nallen to Participate in Upcoming Deutsche Bank's 32nd Annual Media, Internet & Telecom Conference • PR Newswire (US) • 03/04/2024 05:00:00 PM
- Fox Corporation Executive Chair and Chief Executive Officer Lachlan Murdoch to Participate in Upcoming Morgan Stanley Technology, Media & Telecom Conference • PR Newswire (US) • 02/28/2024 05:00:00 PM
- FOX News Channel’s Bret Baier to Interview Ukrainian President Volodymyr Zelenskyy in Ukraine on Thursday, February 22nd • Business Wire • 02/21/2024 06:23:00 PM
- FOX News Channel Names Chanley Painter Overnight Anchor • Business Wire • 02/20/2024 04:07:00 PM
- OutKick Sees Most Growth in Unique Visitors Amongst Competitive Set • Business Wire • 02/16/2024 05:28:00 PM
- FOX News Digital Sees Double-Digit Monthly Growth While Leading News Brands With Multiplatform Views and Minutes in January • Business Wire • 02/15/2024 09:30:00 PM
- FOX News Channel to Present a Town Hall With 2024 Republican Presidential Candidate Nikki Haley on February 18th in Columbia, South Carolina • Business Wire • 02/15/2024 05:40:00 PM
- FOX News Media Appoints Ad Sales Leadership Team • Business Wire • 02/15/2024 03:53:00 PM
- FOX TO HOST 2024 UPFRONT EVENT MONDAY, MAY 13 • PR Newswire (US) • 02/14/2024 05:00:00 PM
North Bay Resources Announces Successful Equipment Test at Bishop Gold Mill, Inyo County, California • NBRI • Apr 23, 2024 9:41 AM
Epazz, Inc.: CryObo, Inc. solar Bitcoin operations will issue tokens • EPAZ • Apr 23, 2024 9:20 AM
Avant Technologies Launches Advanced AI Supercomputing Network and Expansive Data Solutions • AVAI • Apr 23, 2024 8:00 AM
BestGrowthStocks.com Issues Comprehensive Analysis of Triller Merger with AGBA Group Holding Limited • AGBA • Apr 22, 2024 1:00 PM
Cannabix Technologies to Present Marijuana Breathalyzer Technology at International Association for Chemical Testing (IACT) Conference in California • BLO • Apr 22, 2024 8:49 AM
Kona Gold Beverages, Inc. Prepares for First Production Run Set to Launch May 17, 2024 • KGKG • Apr 22, 2024 8:30 AM