NEW YORK and BURBANK, Calif., March
18, 2019 /PRNewswire/ -- Twenty-First Century Fox, Inc.
("21CF") (NASDAQ: FOXA, FOX) and The Walt Disney Company ("Disney")
(NYSE: DIS) announced today that the distribution adjustment
multiple used to determine the portion of each share of 21CF common
stock to be exchanged for common stock of Fox Corporation ("FOX")
in the Distribution (as defined below) (the "Distribution
Adjustment Multiple"), has been calculated to be approximately
1.357190, in accordance with the Amended and Restated Agreement and
Plan of Merger (the "Merger Agreement"), dated as of June 20, 2018, by and among 21CF, Disney, TWDC
Holdco 613 Corp., the holding company that will own both
Disney and 21CF following the completion of the transactions
contemplated thereby, and certain of Disney's other
subsidiaries.
21CF expects to distribute, at approximately 8:00 a.m. Eastern Time tomorrow, all issued and
outstanding shares of FOX common stock to 21CF stockholders (other
than holders of the shares held by subsidiaries of 21CF) on a pro
rata basis (the "Distribution"). Pursuant to the Amended and
Restated Distribution Agreement and Plan of Merger, dated as of
June 20, 2018, by and between 21CF
and 21CF Distribution Merger Sub, Inc., and because the
Distribution Adjustment Multiple is approximately 1.357190,
0.263183 of each share of 21CF common stock held at the time of the
Distribution will be exchanged for 1/3 of one share of FOX common
stock of the same class, and holders will receive cash in lieu of
any fractional share of FOX common stock they otherwise would have
been entitled to receive in connection with the Distribution.
Following the completion of the Distribution, holders will continue
to own 0.736817 of each such share of 21CF common stock, which will
remain issued and outstanding until 21CF merges with a subsidiary
of Disney (the "Acquisition"). The 0.736817 of each share of
21CF common stock remaining outstanding following the Distribution
will be exchanged for the amount of consideration in the
Acquisition that a whole share of 21CF common stock would have been
exchanged for before giving effect to the Distribution, because the
consideration that holders will receive in the Acquisition is
automatically adjusted pursuant to the Merger Agreement to take the
Distribution into account by multiplying the value of such
consideration by the Distribution Adjustment Multiple.
As previously announced, 21CF and Disney anticipate the
effectiveness of the Acquisition to occur at 12:02 a.m. Eastern Time on March 20, 2019.
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.
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.
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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SOURCE Twenty-First Century Fox, Inc.