NEW YORK, Jan. 7, 2019
/PRNewswire/ -- 21st Century Fox ("21CF"; NASDAQ: FOXA, FOX)
today announced the public filing of a Registration Statement on
Form 10 (the "Form 10") with the U.S. Securities and Exchange
Commission (the "SEC") for Fox Corporation ("FOX"), the company to
be spun-off in connection with 21CF's combination with The Walt
Disney Company ("Disney").
FOX will deliver compelling news, sports and entertainment
content through its iconic domestic brands. The Form 10 filing
provides an overview of FOX's business, competitive strengths and
strategies, and contains important information regarding the
transaction, including historical combined financial statements for
FOX.
FOX intends to apply to have shares of both FOX class A common
stock and FOX class B common stock authorized for listing and
public trading on the Nasdaq Global Select Market under the symbols
"FOXA" and "FOX," respectively.
"We are pleased to be taking another important step toward the
creation of FOX, which will immediately enjoy strong leadership
positions across its core businesses and benefit from the
flexibility and capitalization of our new structure in order to
pursue high growth initiatives and strategic opportunities," said
Lachlan Murdoch, Executive Chairman
of 21CF and Chairman and Chief Executive Officer of FOX. "Anchored
by the FOX Network, FOX News, FOX Sports and FOX Television
Stations, FOX will be a bold and transformational media company,
delivering high-quality programming to loyal and engaged audiences
across the country."
The closing of the transactions contemplated by the merger
agreement with Disney are subject to the satisfaction of certain
conditions, including, among others, regulatory approvals, the
effectiveness of the Form 10 and the receipt of certain tax
opinions with respect to the treatment of the transactions under
U.S. and Australian tax laws. 21CF anticipates the
transactions closing in the first half of calendar 2019.
The Form 10 is available on the SEC's website
at www.sec.gov under Fox Corp, on 21CF's website
at www.21cf.com/investor-relations/ and on FOX's website at
www.FOXCorporation.com. The Form 10 has not been declared
effective by the SEC and is subject to amendment prior to becoming
effective.
About 21st Century Fox
21st Century Fox (NASDAQ: FOXA,
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. For more information
about 21st Century Fox, 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 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 timing for the Form 10
to be declared effective (xviii) the risk that FOX may be
unable to achieve some or all of the benefits that 21CF expects FOX
to achieve as an independent, publicly-traded company,
(xix) the risk that 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 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 in the information statement included in the
registration statement on Form 10 with respect to FOX. 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 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's consolidated financial condition, results of operations,
credit rating or liquidity. Neither 21CF, Disney, New Disney nor
FOX 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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SOURCE Twenty-First Century Fox, Inc.