21 Century Fox and The Walt Disney Company announced today that they will each be holding special shareholders meetings on July 27th so that stockholder can vote on Disney’s proposed $71.3 billion acquisition of certain Fox businesses.
- Both The Walt Disney Company and 21st Century Fox will hold special shareholders meetings on July 27th at 10 a.m. in Midtown Manhattan.
- This new date comes after previous meetings set for July 10th were postponed following Disney’s revised bid for Fox assets, raising their offer from $52.4 billion to $71.3 billion.
- The news also comes a day after Disney’s Fox acquisition was granted conditional approval by the Department of Justice, although that approval is contingent on Disney divesting 22 regional sports network they’re picking up from Fox.
- Meanwhile, according to Deadline, major 21st Century Fox shareholder TCI Fund Management is urging Rupert Murdoch and co. to give Comcast more time to issue a counteroffer to Disney’s proposal. Previously, Comcast had offered $65 billion for the assets on the table.
- Only shareholders who owned stock in Disney and/or Fox on May 29th, 2018 will be eligible to vote for the respective proposals.
What’s on the Disney Meeting Agenda
- A proposal to approve the issuance of New Disney common stock, par value $0.01 per share to stockholders of 21st Century Fox, contemplated by the Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018.
- A proposal to approve adjournments of the Disney special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Disney special meeting to approve the share issuance proposal.
What’s on the Fox Meeting Agenda:
- A proposal to adopt the Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018.
- A proposal to adopt the Amended and Restated Distribution Agreement and Plan of Merger, dated as of June 20, 2018.
- A proposal to approve an amendment to the Restated Certificate of Incorporation of 21CF with respect to the hook stock shares as described in the accompanying joint proxy statement/prospectus and the certificate of amendment to the 21CF charter.
- A proposal to approve adjournments of the 21CF special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the 21CF special meeting to approve the combination merger proposal, the distribution merger proposal or the 21CF charter amendment proposal.
- A proposal to approve, by non-binding, advisory vote, certain compensation that may be paid or become payable to 21CF’s named executive officers in connection with the transactions and the agreements and understandings pursuant to which such compensation may be paid or become payable.