Shareholders of 21st Century Fox and Disney have voted to approve Disney’s $71.3 billion buyout of major Fox assets.

Shareholders gathered Friday morning at the New York Hilton for separate meetings to vote on the historic transaction that the companies first set back in December. Both meetings were brief, lasting less than 15 minutes.

Gerson Zweifach, general counsel of 21st Century Fox, told Fox shareholders the merger is expected to be completed in the first half of 2019. He hailed the deal as a transformative transaction that will enable us to unlock significant value for our stockholders.”

The Disney gathering was short and perfunctory. Led by Disney general counsel Alan Braverman and CFO Christine McCarthy, the vote took less than 10 minutes and received near unanimous approval from Disney shareholders.

During the discussion preceding the vote, only one shareholder — who identified himself as an economics professor at Duquesne University — protested, simply saying “I think we are overpaying for Fox.” Another asked if Disney had plans to move its headquarters outside of Burbank, Calif.

At the Fox meeting, a male shareholder came to the microphone to pay tribute to Fox’s Rupert Murdoch and his legacy in the media biz. “Nobody does it like Rupert Murdoch,” he said. “I love Rupert Murdoch.”

Fox’s meeting was held in a small room with about 50 people in attendance, reflecting the large ownership stakes held by the Murdoch family and fewer individual investors. Disney, meanwhile, held its meeting in one of the hotel’s ballrooms, reflecting the broader interest in the company among the general public.

The shareholder vote seals the deal for Disney after it prevailed in a tussle with Comcast over bids for the 21st Century Fox assets, which include the 20th Century Fox studio, FX Networks, National Geographic Partners, and other entertainment assets. After the sale, Rupert Murdoch and Lachlan Murdoch will head the company now dubbed New Fox, which will comprise Fox Broadcasting Co. and Fox’s TV station group, Fox Sports and Fox News.

Disney and Fox first reached a buyout agreement for $52.4 billion in December. Comcast had been in the running last fall but the Fox board opted for Disney as the better fit for most of Murdoch’s Hollywood empire. The shareholder vote was originally set for July 10 but had to be postponed after Comcast unveiled its $65 billion all-cash offer on June 13. Disney responded a week later with a sweetened offer featuring a mix of cash and stock.

Neither Disney chairman-CEO Bob Iger or Murdoch attended the meeting. Zweifach told Fox shareholders that the date change for the meeting created scheduling conflicts for numerous Fox board members.

Disney has already received the greenlight from the Justice Department for the purchase, on the condition that it sell off Fox’s 22 regional sports networks within 90 days of closing. Disney still needs to secure a handful of approvals from foreign governments.

“Combining the 21CF businesses with Disney and establishing new ‘Fox’ will unlock significant value for our shareholders,” said Murdoch in a statement. “We are grateful to our shareholders for approving this transaction. I want to thank all of our executives and colleagues for their enormous contributions in building 21st Century Fox over the past decades. With their help, we expect the enlarged Disney and new ‘Fox’ companies will be pre-eminent in the entertainment and media industries.” Iger echoed Murdoch’s sentiment in a statement.

“We’re incredibly pleased that shareholders of both companies have granted approval for us to move forward, and are confident in our ability to create significant long-term value through this acquisition of Fox’s premier assets,” said Iger said. “We remain grateful to Rupert Murdoch and to the rest of the 21st Century Fox board for entrusting us with the future of these extraordinary businesses, and look forward to welcoming 21st Century Fox’s stellar talent to Disney and ultimately integrating our businesses to provide consumers around the world with more appealing content and entertainment options.”

Brian Steinberg contributed to this report.</s>The Walt Disney Company and 21st Century Fox announced that their shareholders approved Disney’s proposals to acquire 21st Century Fox. Rupert Murdoch, executive chairman at 21st Century Fox, commented, “Combining the 21CF businesses with Disney and establishing new ‘Fox’ will unlock significant value for our shareholders.” Under the Disney Merger agreement, the overall consideration paid to 21st Century Fox shareholders will be 50 percent in cash and 50 percent in stock. Robert A. Iger, chairman and CEO of The Walt Disney Company, remarked, “We remain grateful to Rupert Murdoch and to the rest of the 21st Century Fox board for entrusting us with the future of these extraordinary businesses, and look forward to welcoming 21st Century Fox’s stellar talent to Disney and ultimately integrating our businesses to provide consumers around the world with more appealing content and entertainment options.”</s>PHILADELPHIA (dpa-AFX) - Shareholders of Walt Disney Co. (DIS) and 21st Century Fox (FOX, FOXA) approved the $71 billion merger of their two companies.



If the deal is completed, Disney will absorb Fox's storied film and television studios as well as stakes in the Sky PLC pay-television company and the Hulu video-streaming service.



Disney still has several steps to overcome before the deal is closed. Though the Justice Department approved the acquisition last month, Disney is waiting on approvals from more than a dozen international territories, including the European Union and China. The Justice Department's approval came on the condition that Disney divest Fox regional sports networks that compete with its own ESPN.



Disney and telecommunications giant Comcast (CMCSK, CMCSA) were engaged in a months-long bidding war for the Fox assets, but Comcast dropped its pursuit last week, saying it would turn its attention to acquiring the majority stake in Sky.



Copyright RTT News/dpa-AFX</s>Shareholders of Walt Disney Co. and 21st Century Fox approved the $71 billion deal between the two companies Friday, clearing another hurdle for a deal that will rattle the media and entertainment landscape and could inspire a wave of similar tie-ups.

If the deal is completed, Disney will absorb Fox's storied film and television studios, responsible for franchises like "Avatar" and "The Simpsons," as well as stakes in the Sky PLC pay-television company and the Hulu video-streaming service.

Disney and Fox shareholders voiced their support for the deal in morning meetings in Manhattan. The short and formal gatherings were a noncontroversial proceeding in a merger that has generated considerable drama in the past six months.

At Fox's sparsely attended shareholder meeting at the New York Hilton's downstairs conference room, the mood was wistful. Although Fox Executive Chairman Rupert Murdoch himself wasn't in attendance, one Fox shareholder, Philip Berman, stood up and declared, "Finally, Rupert's dream is complete."

Disney's meeting, presided over by the company's general counsel, Alan Braverman, lasted less than 10 minutes with only a handful of procedural questions from shareholders. The vote faced essentially no pushback from Disney shareholders, with 99% voting to approve the deal.

Shares of Disney fell 0.5% to $112.92 Friday, while Fox shares slipped 0.3% to $45.26.

Disney still has several steps to overcome before the deal is closed. Though the Justice Department approved the acquisition last month, Disney is waiting on approvals from more than a dozen international territories, including the European Union and China. The Justice Department's approval came on the condition that Disney divest Fox regional sports networks that compete with its own ESPN.

When Disney announced its bid to acquire Fox last December, the offer was valued at $52.4 billion in Disney stock. Then, in June, Comcast Corp. bid $65 billion in cash for the assets, forcing Disney to counter with a $71 billion mix of cash and stock.

Comcast dropped out of the Fox chase earlier this month. "We thought we couldn't build enough shareholder value" at the price needed to win the war, Comcast CEO Brian Roberts said on an earnings call Thursday. Mr. Roberts said his company is focused on winning its separate pursuit of Sky.

The fate of the pay-TV operator remains the biggest question. Fox wants to consolidate its ownership of Sky ahead of the Disney deal, but Comcast currently leads the bidding at $34 billion.

Disney executives, who have the final say on whether Fox continues its pursuit of the remainder of Sky, have indicated they'll resist a "split the baby" scenario that cedes it to Comcast. Resolving the Sky portion of the deal with Comcast isn't a condition of the deal closing.

Even without Sky, acquiring Fox would make Disney -- already the world's largest entertainment company -- an even bigger force at a time of unprecedented box-office success.

But Disney has had to quickly learn how to navigate a redefined media landscape dominated by newer tech rivals like Netflix Inc. and Amazon.com Inc. In the past several years, direct-to-consumer offerings like Netflix have reoriented consumer behavior away from movie theaters and traditional cable bundles, which drove Disney's ESPN division to billion in profits.

Disney plans to use the Fox library and majority ownership of Hulu to bolster its own plans to launch a streaming service in late 2019, piping the company's "Star Wars" and Marvel Entertainment programming straight into the home.

Mr. Iger made the direct-to-consumer strategy his core focus at the company in 2017, and then decided to pursue the Fox acquisition because it would bolster that effort, according to people familiar with his thinking. Though Mr. Iger built Disney through acquisitions like Pixar Animation Studios and Lucasfilm Ltd., the Fox merger is his priciest deal by far.

With the deal one step closer to completion, the rest of Hollywood is figuring out how to compete against the newly formed monolith.

Netflix has announced it will spend more than $8 billion on programming this year, a way for it to plug some of the hole left by the Disney-Fox movies and television shows that will leave the service when Disney's competing service launches. AT&T Inc.'s acquisition of Time Warner Inc. has many media executives expecting other platform providers to try to marry distribution with production.

Write to Erich Schwartzel at [email protected] and Keach Hagey at [email protected]</s>Disney and Comcast have been locked in a fierce bidding war lately, with both companies attempting to acquire 21st Century Fox's entertainment division. However, Comcast dropped out of the running earlier this month, clearing the path for Disney to move forward with its purchase.

The Department of Justice had already given its conditional approval of the merger, provided Disney divest Fox's regional sports networks, but there was still one major roadblock for the companies - the shareholders.

Fortunately for the companies, Fox and Disney's investors were more than happy to vote in favor of the deal; both shareholder meetings lasted just under 15 minutes.

According to Variety, the voting was almost entirely unanimous, with only a single individual voicing his concern that Disney's $71.3 billion offer was too high. Regardless, neither company was swayed by this argument, and the transaction is set to complete sometime in the first half of 2019.

"Combining the 21CF businesses with Disney and establishing new ‘Fox’ will unlock significant value for our shareholders," said 21st Century Fox CEO Rupert Murdoch, in a statement. "We are grateful to our shareholders for approving this transaction. I want to thank all of our executives and colleagues for their enormous contributions in building 21st Century Fox over the past decades."

Only time will tell how Disney plans to make use of Fox's assets, but based on the former's acquisitions of other major entertainment studios, significant changes could be coming to the way Fox does business in the future.</s>
• Shareholders gave the go-ahead for a $71 billion deal between 21st Century Fox and Disney on Friday.
• After prevailing in a bidding war with Comcast, Disney is purchasing the assets, which exclude the Fox News and Fox Business networks.

Shareholders have approved a $71 billion deal that merges some of 21st Century Fox's film and television assets with Disney.

Both companies announced Friday that their shareholders gave their approval in separate meetings in New York.

Disney is purchasing the assets, which exclude the Fox News and Fox Business networks, for $38 a share. The merger could help Disney better compete with companies like Netflix, which acquire content and distribute it directly to consumers online. Disney is planning to launch a streaming service next year.

Disney raised its offer after Comcast ignited a bidding war by putting in a $65 billion offer for the 21st Century Fox assets. Comcast ended its bid last week, saying it would instead focus on its fight with Fox to acquire the British broadcaster Sky.

"Combining the 21CF businesses with Disney and establishing new 'Fox' will unlock significant value for our shareholders," Rupert Murdoch, the executive chairman of 21st Century Fox, said in a statement.

The Justice Department approved the deal on condition that the company sold the Fox Sports regional networks.

Disney and 21st Century Fox shares were little changed after the shareholder approval on Friday.
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• BANK OF AMERICA: Global markets are echoing the 1998 financial crisis, and there's evidence for another crash</s>Disney's blockbuster deal for most of 21st Century Fox is complete.

Shareholders at both companies voted Friday to approve Disney's $71.3 billion purchase of the Fox assets. Disney (DIS) will get Fox's (FOXA) movie studio, which includes franchises like "Avatar" and "X-men," along with cable channels like FX and National Geographic.

Disney also picked up Fox's 22 regional sports networks in the deal, though it agreed last month to sell them as a way to satisfy antitrust concerns from the US government.

Fox will keep Fox News, Fox Sports and the Fox broadcasting network as a separate company.

Friday's votes end a lengthy drama over the Fox assets, and solidify Disney's status as an even bigger Hollywood powerhouse. Disney, which already owns the Lucasfilm, Marvel and Pixar franchises, has been trying to buy Fox since last December.

That agreement was briefly cast into doubt earlier this summer when Comcast (CMCSA) submitted a dramatic counteroffer for Fox. After Disney upped its offer, Comcast backed down.</s>Disney’s blockbuster deal for most of 21st Century Fox has been approved by both companies.

Shareholders voted Friday to green light Disney’s $71.3 billion purchase of the Fox assets. Disney will get Fox’s movie studio, which includes franchises like “Avatar” and “X-men,” along with cable channels like FX and National Geographic.

Disney also picked up Fox’s 22 regional sports networks in the deal, though it agreed last month to sell them as a way to satisfy antitrust concerns from the US government.

Fox will keep Fox News, Fox Sports and the Fox broadcasting network as a separate company.

In a statement, Fox executive chairman Rupert Murdoch said he expects the new, combined company to become “pre-eminent in the entertainment and media industries.”

Disney CEO Bob Iger added in a statement that his company is “grateful” to Murdoch and the Fox board “for entrusting us with the future of these extraordinary businesses.”

Friday’s votes end a lengthy drama over the Fox assets, and solidify Disney’s status as an even bigger Hollywood powerhouse. Disney, which already owns the Lucasfilm, Marvel and Pixar franchises, has been trying to buy Fox since last December.

That agreement was briefly cast into doubt earlier this summer when Comcast submitted a dramatic counteroffer for Fox. After Disney upped its offer, Comcast backed down.

The deal still needs to be reviewed by international regulators, and the companies say other “customary closing conditions” are still pending.</s>The Hollywood Reporter reports: “Walt Disney and 21st Century Fox shareholders on Friday voted in favor of a $71.3 billion deal, in which Disney will acquire large parts of Fox, including the 20th Century Fox film and TV studios, Fox’s entertainment cable networks and its international assets.”</s>Walt Disney Co. and 21st Century Fox Inc. shareholders on Friday overwhelmingly approved Disney’s proposed $71.3-billion takeover of much of Rupert Murdoch’s 21st Century Fox — a milestone in a merger that is expected to dramatically reshape the entertainment industry.

The deal’s contours began to form nearly a year ago over wine between Disney Chief Executive Bob Iger and Murdoch at the elder mogul’s Moraga vineyard above Bel-Air. Friday’s vote was more official: The two companies held separate shareholder meetings concurrently in the same Hilton hotel a couple of blocks from Fox’s headquarters in mid-town Manhattan.

Neither Murdoch nor Iger were in attendance. The meetings, which took just 12 minutes, were conducted by the company’s general counsels and other members of senior staff.

Fox general counsel Gerson A. Zweifach first announced that its five proposals had been approved by proxies of “a majority vote.” A few minutes later, at the Disney meeting, Disney general counsel Alan Braverman announced that Disney’s sole measure — to issue additional shares to buy Fox — also had been approved by shareholders. Braverman then adjourned the meeting.

The lightning-quick approval caps Murdoch’s decision in December to accept Disney’s $52-billion bid for Fox’s television and movie studio, cable television channels FX and National Geographic, Fox’s stake in streaming service Hulu, television operations in India and Fox’s 39% stake in London-based pay-TV company Sky.

But Murdoch has Comcast Chairman and Chief Executive Brian Roberts to thank for a more lucrative price. In early June, Comcast made its own $65-billion offer for the same Fox assets, which forced Iger to pony up $19 billion more than Disney’s initial bid to claim the prize.

The Murdoch family, which holds 17% of Fox’s outstanding shares, could come away with Disney stock valued at more than $12 billion.

The structure of the Disney transaction allows shareholders, including the Murdoch family, to take their share of the proceeds in cash or Disney stock. Because the Murdochs are opting for stock, they will become major shareholders in Disney.

The sale isn’t expected to be finalized until next year. Although the transaction has already received the blessing of President Trump’s Justice Department, the two companies still must obtain regulatory approvals from governments around the globe. Disney also has agreed to divest Fox’s 22 regional sports networks, including Prime Ticket and Fox Sports West in Los Angeles.

Disney has arranged $34 billion in financing to help pay for the new assets.

Murdoch, 87, and his family won’t be exiting media, however. The family intends to hold onto several Fox assets, including Fox News Channel, Fox Business Network, two national sports networks, television stations and the Fox broadcast network. Those properties will form a new company.

In addition, the Murdochs also have a controlling stake in the publishing company, News Corp., which owns the Wall Street Journal, Times of London, newspapers in Australia and the HarperCollins book publishing house.
21st Century Fox share holders approve a $71.3 billion merger with The Walt Disney Company.