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Fox reveals that Comcast bid more than Disney did, but Fox picked Disney anyway

Walt Disney Co. to buy 21st Century Fox, --, --- - 14 Dec 2017
Disney CEO Bob Iger, left, and Fox controlling stockholder Rupert Murdoch.
(Disney via EPA/Shutterstock)

Comcast Corp. offered 21st Century Fox Inc. at least 16% more for a chunk of its assets than Walt Disney Co. did, though regulatory concerns ultimately led controlling stockholder Rupert Murdoch to accept the lower bid.

In a joint filing Wednesday with Disney in connection with their $52.4-billion deal, Murdoch’s 21st Century Fox described months-long talks with a media group described as Party B but widely known to be Comcast. The filing said Party B offered Murdoch $34.41 a share for much of Fox’s entertainment portfolio.

Ultimately, Murdoch accepted an offer from Disney valuing much of Fox at $28 a share after meeting with that company’s chief executive, Bob Iger. The two men met Aug. 9 in Los Angeles, where they mulled how to respond to the changing film and TV landscape. Wednesday’s filing pegged the value at $29.54 a share based on Disney’s Dec. 13 closing price, the day before the deal was announced.

The report explains why New York-based Fox chose Disney as its merger partner over Comcast. A deal with the Philadelphia-based cable provider came with more regulatory risk and potentially costly divestitures, and it didn’t include a termination fee if the accord fell through. Disney had already upped its offer for the Fox assets from $23 a share and was willing to pay $1.53 billion if the deal faltered, or $2.5 billion in regulators scotched it, the filing said.

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Comcast, the largest U.S. cable TV provider, didn’t respond to a request for comment.

Verizon’s interest

The filing also refers to interest in Fox from an unidentified Party A, at a meeting with senior Fox officers Lachlan and James Murdoch days after their father Rupert’s meeting with Iger in August.

The party offered no meaningful premium to shareholders, Fox and its advisors concluded, and those talks ceased in September, according to the filing. Verizon Communications Inc. was among the companies interested in Fox last year, people with knowledge of the matter said at the time.

The phone company declined to comment.

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Fox has agreed to sell assets including its film and TV studios, cable networks including FX and other assets to Burbank-based Disney in an all-stock deal. Fox plans to spin off other assets, such as Fox News and its broadcast TV business, into a separate company.


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