The Justice Department of U.S. is expected to approve the $71 billion acquisiton of 21st Century Fox Inc.assets by Walt Disney Co.; as soon as Wednesday, according to people familiar with the matter, giving Disney a leg up in its battle with Comcast for control of key pieces of the entertainment empire of Rupert Murdoch.
The initial all-stock pact of Disney and Fox’s initial which came up in December, valued at $52.4 billion, was a prelude to a bidding war. However, in the beginning of this month, Comcast put in an unsolicited all-cash bid of $65 billion for the assets, prompting Disney to boost its offer to a $71.3 billion mix of cash and stock.
It was reported by the sources that Comcast was exploring partnerships with other companies and private equity partners in case it needs more cash if the bidding goes higher.
Both companies are vying for premier media assets that include the Twentieth Century Fox film and TV studio; a stake in streaming service Hulu; and international businesses such as Star India and European pay TV giant Sky PLC.
As in part of the approval of Justice Department, Disney had agreed to divest Fox’s regional sports networks, according to people familiar with the matter. In a securities filing which cane out last week, Disney said that it was willing to divest Fox businesses generating as much $1 billion in Ebitda, an increase over the $500 million the company stated in its original merger agreement with Fox.
Fox News and the Fox broadcast network aren’t for sale and will be spun out into a separate company with other assets. 21st Century Fox and Wall Street Journal parent News Corp share common ownership.
Disney executives have maintained that their tie-up with Fox would be more easily approved by regulators than Comcast’s. Disney’s deal represents a horizontal merger, in which direct rivals combine, whereas Comcast’s offer would marry separate parts of the distribution and production food chain.
Disney Chief Executive Robert Iger said on a conference call earlier this month announcing his revised agreement, “We believe that we have a much better opportunity, both in terms of approval and the timing of that approval, than Comcast does.”
Fox said in a proxy filing that it decided to keep its pact with Disney for a variety of reasons, including the potential regulatory risks of a deal with Comcast. Comcast has argued that the failure of the Justice Department’s attempt to block AT&T’s $85.4 billion purchase of Time Warner Inc. removed any such regulatory concerns.
Comcast already has begun discussions with Justice Department officials about their proposed Fox deal, and the cable giant’s executives believe their timeline for regulatory approval will be swift, people close to the company have said.
A Fox acquisition also would be the biggest purchase in Disney’s history. To finance the pricier deal, Disney said it wasn’t expecting to complete a $20 billion share repurchase plan it had announced in December with its $52.4 billion bid.