In House - The FindLaw Corporate Counsel Blog

Comcast Backs Off Fox, Disney Closes In

Comcast has pulled out of bidding for 21st Century Fox, leaving Disney to close on its offer to buy the media properties for $71.3 billion in cash and stock.

Comcast had last offered $65 million in cash, but Fox moved forward with the Disney deal. Shareholders are set to meet on July 27 to vote on it.

There are details to work out, but the Justice Department has already approved the merger. If this were an auction, the gavel would becoming down about now.

Big Details

Comcast is not giving up on its efforts to buy Sky, a European broadcast company. Comcast, which owns NBCUniversal and Comcast Cable, has offered $34 billion for the foreign media business.

But Rupert Murdoch, chairman of Fox, is also after Sky. Fox owns 39 percent of the company, and wants all of it to then sell to Disney.

Murdoch put $32.5 billion on the table this month, topping Comcast by $1.5 billion. After bowing out of the play for Fox, however, Comcast is expected to up the ante for Sky.

It's the most interesting story in pending mergers and acquisitions -- although there is a potential spoiler.

Little Details

In a putative class-action, Robert Weiss claims a proxy statement omits or misrepresents financial information in the Fox-Disney deal. The devil is in the details, he says, including projections for Hulu and earnings for Sky.

"Stockholders need such information in order to make a fully informed voting or appraisal decision," Weiss said in his complaint.

Weiss wants to stop the merger. Fox said the lawsuit is "frivolous."

Now that the bidding has stopped, it looks like it's time to vote.

Related Resources: