Disney Close to Receiving US Antitrust Approval on Fox Merger

The Walt Disney Company (DIS) has overtaken its bitter rival Comcast Corp. (CMCSA) as the favorite to acquire many of Twenty-First Century Fox Inc.’s (FOX) coveted media assets.

On Wednesday, Fox announced on its website that it had entered into an agreement with Disney after the Burbank, California-based company sharply raised its offer to more than $71.3 billion. Disney’s latest bid is 36% higher than its initial offer of $52.4 billion and about $6 billion more than what Comcast previously bid for Fox’s assets.

The offer, which was described by Fox as “superior to the proposal” made by Comcast, comprises $35.7 billion in cash and 343 million shares in Disney, worth $36.39 billion at Tuesday’s close.

Disney is expected to receive U.S. antitrust approval in as soon as two weeks, Bloomberg reported on Wednesday citing people familiar with the matter. According to the report, Disney has agreed to sell certain assets to avoid competition issues that can arise from the merger. Bloomberg noted this creates a "potentially insurmountable hurdle" for rival Comcast.

Disney is confident that it is in a better position than Comcast to acquire the assets because its deal with Fox has already been looked at for several months by regulators. “We believe that we have a much better opportunity, both in terms of approval and the timing of that approval, than Comcast does,” CEO Robert Iger said, according to The Wall Street Journal.

“We are extremely proud of the businesses we have built at 21st Century Fox, and firmly believe that this combination with Disney will unlock even more value for shareholders as the new Disney continues to set the pace at a dynamic time for our industry,” said Rupert Murdoch, Fox’s executive chair in a statement. “We remain convinced that the combination of 21CF‘s iconic assets, brands and franchises with Disney‘s will create one of the greatest, most innovative companies in the world.“

Iger tabled the bid just before Fox’s board was due to meet to discuss Comcast’s all-cash offer of roughly $65 billion, according to The Wall Street Journal. Fox has now postponed its scheduled July 10 shareholder vote to give investors time to consider the latest proposal.
Comcast now must decide whether to outbid Disney again fox Fox’s assets, which include the New York City-based company’s film studio, the FX and National Geographic cable channels, regional sports networks and large stakes in European pay-TV operator Sky and Star India. The winning bidder will also gain control over the streaming service Hulu.

Iger, who ruled out the possibility of sharing Fox’s assets with Comcast, added that acquisition will help Disney’s new streaming service better compete with Netflix Inc. (NFLX). “Direct-to-consumer distribution has become an even more compelling proposition in the six months since we announced the deal. The consumer is voting—loudly,” he said. (See also: What a Disney, Fox Merger Could Mean for Netflix.)

Some analysts have warned that the bidding war between Disney and Comcast has spiraled out of control. “We didn’t like the deal at the prior price, and we like it substantially less now,” said Doug Creutz of Cowen & Co. (See also: Boxed-In Disney Downgraded as It Vies for Fox.)

Disney’s shareholders don’t appear to be concerned about the impact the improved offer could have on its balance sheet, though. 

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