With time running down, the board of 21st Century Fox has some big decisions to make as it meets on Wednesday to consider Comcast Corp.’s potentially hostile $65 billion offer for its entertainment businesses.
The Fox board — which includes 87-year-old media mogul Rupert Murdoch and his sons Lachlan and James — has already agreed to sell the Fox portfolio to the Walt Disney Co. for $52.4 billion in Disney stock. But Comcast has offered 19 percent more in cash, based on Disney’s stock price on the day the Comcast made its offer, and filed paperwork with the Securities and Exchange Commission that could lead to a hostile proxy battle with the Fox board.
First steps on Wednesday could be for the Fox board to take Comcast’s offer of $65 billion seriously and agree to share information on its businesses with Comcast. This could lead to negotiations between Comcast and Fox for a deal, say officials with knowledge of the process and an outside expert.
The Fox businesses on the block include its movie and television studios, cable channels, regional sports networks, a 30 percent stake in streamer Hulu, a 39 percent stake in Europe’s Sky TV, and Star India.
The Fox board also could delay a July 10 shareholders meeting where Fox shareholders are expected to vote on the Disney deal. The July 10 deadline has narrowed the window of time for Comcast and Fox to talk about an agreement.
“This is a takeover battle and Comcast is doing everything they can to get Fox to the table,” said David Becher, associate professor at the Drexel University LeBow College of Business. He said that the Fox board can consider more than dollar price with a buyer — for instance, the likelihood of regulatory approval for a Comcast/Fox deal and whether Disney stock would be more financially advantageous than Comcast’s cash offer.
Comcast made its $65 billion offer 24 hours after U.S. District Judge Richard Leon greenlighted AT&T’s giant merger with Time Warner, believing that Leon’s decision cleared the way for Comcast/Fox regulatory approvals.
But Becher added that he was certain that the Fox board does “not want to be sued” by Fox shareholders by overlooking Comcast’s offer so “they will think long and hard and be very careful to explain their decision if they walk away.”
Fox and Comcast had no comment on Tuesday.
If Comcast and Fox reach a merger deal — right now it’s just an offer for $65 billion in the form of a Comcast letter to Fox — Disney has five business days to match it.