BURBANK, CA & NEW YORK – (BUSINESS WIRE) – March 15, 2019 – The Walt Disney Company (NYSE: DIS) and Twenty-First Century Fox, Inc. "(NASDAQ: FOXA, FOX), in connection with the acquisition of Disney's 21CF (Acquisition), announced today the preliminary results of the 21CF shareholders' election regarding the form of remuneration they wish to receive in return for their shares of the 21CF ordinary shares in the Acquisition in accordance with the Amended and Restated Agreement and the Merger Plan (the "Merger Agreement") dated 20 June 2018 from and between 21CF, Disney, TWDC Holdco 613 Corp., a holding company that will owns both Disney and 21CF after completing the planned transactions ("New Disney") and some of Disney's affiliates
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As already announced, the deadline for 21CF shareholders to make a choice for the form of remuneration they wish to receive in connection with the acquisition is 17:00, Eastern Time, March 14, 2019 (the "Term of Choice").
On the basis of the information available from the election deadline, the preliminary election results were:
- Holders of 959,919,192 ordinary shares of 21CF, or approximately 51.57% of the shares selected to receive cash;
- Holders of 682,198,198 ordinary shares of 21CF, or approximately 36.65% of the shares selected to receive shares in ordinary New Disney shares;
- Holders of 219,388,371 ordinary shares of 21CF, or approximately 11.79% of the shares, did not make an election.
Preliminary election results are subject to notification of a guaranteed delivery procedure. Consequently, the final election results may differ materially from the preliminary election results
Once the final election results have been determined, the distribution of the remuneration in the Acquisition will be calculated using the formulas specified in the Merger Treaty. On the basis of the preliminary election results and the determination and adjustment procedures specified in the merger agreement, it is expected that 21CF holders who have opted to receive cash for their 21CF shares will receive part of their remuneration in shares of ordinary shares of New Disney. 19659002] As already announced, Disney and 21CF expect the acquisition to take place at 12:02 pm Eastern time on March 20, 2019.
Disney, together with its subsidiaries, is a diversified worldwide entertainment company with operations in four business segments: media networks; Parks, experiences and products; Studio Fun; and Direct to Consumer and International. Disney is a Dow 30 company and has an annual revenue of $ 59.4 billion in its fiscal year 2018. For more information about Disney, please visit www.thewaltdisneycompany.com.
21CF is one of the world's leading wallets of cable, broadcast, film, TV and satellite assets covering six continents around the world. Reaching more than 1.8 billion subscribers in approximately 50 local languages every day, 21CF is home to a global portfolio of cable and broadcast networks and properties, including Fox, Fox, Fox, Fox, Fox, Fox, Sports Fox Sports Network, National Geographic Channels, Star India, 28 local TV stations in the US and over 350 international channels; Film Studio Twentieth Century Fox Film; and Twentieth Century Fox Television TV studios and a 50% stake in the Endemol Shine Group. For more information on 21CF, please visit www.21CF.com.
Warning Notes on Statements of the Future
This notice contains "statements about the future" within the meaning of federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the 1934 Law on the Securities Exchange as amended. In this context, forward-looking statements often refer to expected future business and financial results and financial status and often contain words such as "expect", "expect", "intend," "plan," " , "Will", "bi", "target", similar expressions and variations or negatives of these words. Preliminary statements, by their very nature, relate to matters that are uncertain in various ways, such as statements on the execution of the proposed transaction and its expected benefits. These and other statements about the future are not guarantees for future results and are subject to risks, uncertainties and assumptions that could lead to significant differences in actual results from those expressed in any forward-looking statements, including non-performance of the proposed transaction, or any filing or taking any other action necessary to perform such a transaction in a timely manner or at all, are not warranted for future results and are subject to risks, uncertainties and assumptions that could lead to significant differences in actual results from those expressed in any future 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 at the expected timescales or over time or at all, (ii) the risk of a transaction termination condition (including, but not limited to, obtaining legal advice regarding the treatment of certain aspects of the transaction under US and Australian tax laws), (iii) the risk that the expected tax treatment of the transaction has not been received, ( (iv) increase or decrease the expected tax on transactions (including due to changes in tax legislation and its impact on tax rates (and the timing of such changes)) to be paid in connection with the pre-closure transaction may lead to a correction of the number of New Disney shares, a new holding company that will become Disney's and 21CF's parent, and the monetary amount to be paid to the holders; (v) potential litigation relating to the proposed transaction that may be taken and against 21CF, Disney or their respective directors, (vi) potential adverse reactions or changes in business relationships resulting from the disclosure or termination of transactions, (vii) risks associated with third party agreements containing consent and / or other provisions, which may be caused by the proposed transaction; (viii) negative effects of the announcement or execution of the transaction at the market price of ordinary shares of 21CF, ordinary Disney shares and / or ordinary shares of New Disney, (ix) risks associated with the value of New Disney shares that will be (x) the potential impact of unforeseen liabilities, future capital costs, income, expenses, income, synergies, economic performance, indebtedness, financial position and loss of earnings, and uncertainties about the long-term value of ordinary shares of New Disney; (xi) the associated risks and costs and the ability of New Disney to integrate the business successfully and achieve the expected results of the Disney business after the end of the transaction and other conditions until the acquisition is complete; synergies, (xii) the risk of disruption of the proposed transaction adversely affecting the 21CF or Disney business, including current plans and operations, (xiii) the ability of 21CF or Disney to retain and recruit key personnel, (xiv) adverse legal and regulatory changes or or any adverse changes or interpretations of, laws, rules or regulations of the United States, Australia, or other foreign laws, rules, regulations that may delay or prevent the completion of proposed transactions or change the terms of the proposed transactions; ) the ability of the parties to receive or implement (xvi) and the management response of any of the aforementioned factors.
These risks as well as other risks associated with the proposed transactions are discussed in more detail in the renewed joint statement / prospectus included in the New Disney S-4 Registration Form submitted in connection with the transaction, and in the information statement included in the Registration Form on Form 10 in respect of Fox Corporation. Although the list of factors presented here and in the Renewed Joint Declaration / Prospectus included in Form S-4 and in the information statement included in Fox Corporation Form 10 are considered to be representative, there is no such list to be considered complete. an outline of all potential risks and uncertainties. Unpublished factors may represent significant additional obstacles to the realization of predictive statements. The consequences of significant differences in performance compared to those projected in the forward-looking statements may include, inter alia, breaks in operations, operational problems, financial loss, liability to third parties and similar risks, each of which may have a significant adverse impact . impact on the consolidated financial position of 21CF, Disney, New Disney or Fox Corporation, operating results, credit rating, or liquidity. Neither 21CF, nor Disney, New Disney, nor Fox Corporation undertake any obligation to provide public revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, if circumstances change, unless requires other securities and other applicable laws
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Contact: Media contacts: The Walt Disney Company: Zenia Mucha
(818) 560-5300David Jefferson
(818) 560-483221c. com
(212) 852-7746Investor Contacts: Walt Disney Company: Lowell Pager
Keyboard: NITED STATES NORTH AMERICA CALIFORNIA NEW YORK
(212) 852-7092Mike Petri
INDUSTRY KEY FEATURES: ENTERTAINMENT TELEVISION AND RADIOFILMS AND PICTURES OF MOVEMENT
SOURCE: The Walt Disney Company and the 21st Century Fox
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PUB: 15.03.2014 16:15 / DISC: 15.03.2014 16:15