Home / Business / Disney and 21st Century Fox announce preliminary election results in connection with acquisitions

Disney and 21st Century Fox announce preliminary election results in connection with acquisitions

BURBANK, Calif. & NEW YORK – (BUSINESS WIRE) – MARCH 15, 2019 – Walt Disney Company ("Disney") (NYSE: DIS) and 2100s Fox, Inc. ") (NASDAQ: FOXA, FOX), in connection with Disney's acquisition of 21CF ("Acquisition") today announced the preliminary results of the election made by 21CF shareholders regarding the form of remuneration they would like to receive in exchange for their shares of 21CF ordinary shares in the acquisition in accordance with the amended and revised agreement and merger plan ("Merger Agreement"), dated June 20, 2018, including 21CF, Disney, TWDC Holdco 613 Corp., holding company which owns both Disney and 21CF upon termination of the transaction ("New Disney") and some of Disney's Others subsidiary.

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As previously announced, the deadline for 21CF shareholders must have been chosen for that form of consideration they wish to receive in connection with the acquisition was at 17:00, east time, March 14, 2019 (the "election period").

Based on available information from the election date, the preliminary election results were:

  • Holders of 959,919,192 shares of 21CF ordinary shares, or approximately 51.57% of outstanding shares, selected to receive cash
  • Holders of 682,198. 198 shares of 21CF ordinary shares, or approximately 36.65% of outstanding shares, chose to receive shares of the joint stock of New Disney; and
  • Holders of 219,388,371 shares of 21CF ordinary shares, or approximately 11.79% of outstanding shares, did not make a choice.

The preliminary election results are subject to a guaranteed delivery procedure notice. The final election result can therefore differ significantly from the preliminary election results.

After the final result has been selected, the distribution of the consideration in the acquisition is determined using the formulas in the merger agreement. Based on the preliminary election results and the trial and adjustment procedures set out in the Merger Agreement, holders of 21CF shares who chose to receive cash for their 21CF shares are expected to receive a portion of their consideration in New Disney Stocks shares. [19659002] As previously announced, Disney and the 21CF foresee the effectiveness of the acquisition at 12:02 Eastern Time on March 20, 2019.

About Disney

Disney, together with its subsidiaries, is a diversified worldwide entertainment company operating in four business segments: Media Networks; Parks, Experiences and Products; Studio Entertainment; and directly to consumers and internationally. Disney is a Dow 30 company and had annual revenue of $ 59.4 billion during its fiscal year 2018. For more information on Disney, visit www.thewaltdisneycompany.com.

About 21CF

21CF is one of the world's leading portfolios of cable, broadcasting, film, pay-TV and satellite assets spanning six continents worldwide. 21CF is the world's largest portfolio of cable and transmission networks and properties, including FOX, FX, FXX, FXM, FS1, Fox News Channel, Fox Business Network, FOX Sports and reached over 1.8 billion subscribers in about 50 local languages ​​each day . , Fox Sports Network, National Geographic Channels, Star India, 28 local TV stations in the United States and more than 350 international channels. film studio Twentieth Century Fox Film; and television production studios Twentieth Century Fox Television and a 50 percent stake in Endemol Shine Group. For more information on 21CF, visit www.21CF.com.

Forward-looking statements warnings

This communication contains "forward-looking statements" within the meaning of the Federal Securities Act, including Section 27A of the 1933 Securities Act, as amended, and Section 21E of the 1934 Securities Depository, as amended. In this context, forward-looking statements often address the expected future business and economic developments and financial situation and often contain words such as "expect," "anticipate," "think," "plan," "faith," "seek," See "," will, "should," "goals," similar expressions and variations or negatives of these words. Forward-looking statements of their nature address issues of varying degrees of uncertainty, such as statements on the implementation of the proposed transaction and the expected benefits thereof. These and other forward-looking statements do not guarantee future performance and are subject to risks, uncertainties, and assumptions that may cause actual results to differ materially from those expressed in future statements, including not completing the proposed transaction or making any acts or take other measures required to complete such transaction on time or do not at all guarantee future results and are subject to risks, uncertainties and assumptions that may 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 under the intended terms and time or at all; (ii) the risk that a termination clause may not be (including, but not limited to, receiving legal opinions regarding the processing of certain aspects of the transaction under US and Australian tax laws); (iii) the risk that the anticipated transaction tax treatment is not obtained; (iv) an increase or decrease in the expected transaction tax (including due to possible changes in tax law and its impact on tax rates (and the timing of the effectiveness of such changes)) to be paid in connection with the separation before the transactions were concluded, may result in an adjustment of the number of shares in New Disney, a new holding company who will become the parent company ill both Disney and 21CF and the cash amount to be paid to the holders of the 21CF tribunal, (v) potential disputes relating to the proposed transaction that could be imposed against 21CF, Disney or their respective board members, vi) potential adverse events or changes in business relationships (vii) risks associated with third party contracts containing consent and / or other provisions that may be triggered by the proposed transaction; viii) adverse effects of the announcement or execution of the transaction at the market price of the 21CF ordinary share, disney s common stock and / or New Disy's common stock, (ix) risks related to the value of the New Disney shares to be issued in the transaction and uncertainty about the long-term value of New Disy's common stock, (x) the potential effect of unforeseen liabilities, future investments, revenue, cost are, earnings, synergies, economic development, indebtedness, financial position and losses in the future e-prospects, business and management strategies for the management, expansion and growth of New Disy's business after the completion of the transaction and on other conditions for the performance of the acquisition, (xi) risks and costs associated with and the ability of New Disney to integrate businesses successfully and to achieve expected synergies; (xii) the risk that disruptions from the proposed transaction will damage the operations of 21CF or Disy, including current plans and operations; (xiii) the ability of 21CF or Disney to retain and employ key personnel; (xiv) negative legal and regulatory developments or determinations or adverse changes or interpretations of US, Australian, or other foreign laws, rules or regulations, including tax laws, rules and regulations that may apply to Reduce or prevent the proposed transactions or the terms of the proposed transactions from being altered; (xv) The ability of the parties to obtain or execute redemption or refinancing in connection with the transactions on acceptable terms or at all, (xvi) and the management's response to any of the above mentioned factors.

These risks as well as other risks associated with the proposed transactions are discussed more fully in the updated joint proxy statement / prospectus included in the registration certificate on Form S-4 in New Disney submitted in connection with the transaction and in the information statement included in the registration certificate. on Form 10 with respect to Fox Corporation. While the list of factors presented here and in the updated Common Proxy Statement / Prospectus included in Form S-4 and the Information Declaration contained in Form 10 of the Fox Corporation is considered representative, no such list should be deemed to be a full disclosure of all potential risks and uncertainties. Unlisted factors can imply significant additional obstacles to the realization of forward-looking statements. Consequences of significant differences in earnings compared to those expected in the forward-looking statements may include, inter alia, business interruptions, operational problems, financial loss, legal liability to third parties and similar risks, some of which may have a material adverse effect on 21CF, Disney's , Consolidated financial position, performance, credit rating or liquidity of New Dise or Fox Corporation. Neither 21CF, Disney, New Disney or Fox Corporation undertake any obligation to publicly make changes or updates to prospects, whether securities or other items arising from new information, future developments, or otherwise, if circumstances change. applicable laws.

See source version on businesswire.com:https://www.businesswire.com/news/home/20190315005532/en/

CONTACT: Media contacts: Walt Disney Company: Zenia Mucha

zenia.mucha@disney. com

(818) 560-5300David Jefferson


(818) 560-483221st Century Fox: Nathaniel Brown

nbrown @ 21cf. com

(212) 852-7746Investor contacts: Walt Disney Company: Lowell Singer


(818) 560-660121st Century Fox: Reed Nolte

rnolte @ 21cf. com

(212) 852-7092Mike Petrie


(212) 852-7130



Source: Walt Disney Company and 21st Century Fox

Copyright Business Wire 2019.

PUB: 03/15/2019 04:15 / DISC: 03/15/2019 04:15


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