Comcast prepares to take Disney fight directly to Fox shareholders, SEC filing says

Comcast Corp. is preparing to go over the heads of the 21st Century Fox board and directly solicit Fox shareholders to reject the Walt Disney Co.’s $52.4 billion stock bid in favor of Comcast’s $65 billion cash offer, regulatory filings indicate.

Comcast has hired MacKenzie Partners Inc. in New York to campaign and win support of big shareholders such as pension funds and institutional investors — a clear shot across the bow at Fox founder Rupert Murdoch and the Fox board.

Comcast officials did not comment on Friday. But they described a proxy solicitation of Fox shareholders as a Plan B in the event that Comcast believed that the Fox board failed to consider its offer.

>> READ MORE: Why Comcast wants to buy Fox, and beat out Disney

The move shows how important the Fox assets are to Comcast’s future. Analysts have said that Fox’s entertainment assets could help transform Comcast into a far more important entertainment company that could challenge the big content players like Netflix and Amazon. Likewise, if Comcast were to fail in this bid, there aren’t a lot of companies out there that could match Fox. So the struggle for this prize is shaping up to be a key turning point for the Philadelphia company.

Fox and Disney have scheduled shareholder votes that could approve the Disney deal July 10. Fox is controlled by Murdoch, who last year put into play his company’s entertainment assets, including its 39 percent stake in the British network Sky TV, the Fox Hollywood studio, and the FX cable channel.

Fox declined comment Friday on the possibility of a proxy fight, and so did Disney.

Neither company has canceled or rescheduled its July 10 meeting.

Bloomberg News reported on Friday that Murdoch and the 21st Century Fox Inc. board will consider on Wednesday, June 20, how to proceed with Comcast’s bid, citing people with knowledge of the matter.

“Comcast is trying to force [Fox] into negotiations because it knows that Disney has the upper hand,” said David Becher, associate professor at the Drexel University’s LeBow College of Business. “There’s a short window for them to get Fox shareholders’ attention.”

Comcast, the largest U.S. cable-TV provider, believes that if it waits too long, Fox assets — and the chance for transformation they offer — could slip away for good. Comcast CEO Brian Roberts has said that Fox businesses would make it an “entertainment company of the future.”

In its regulatory filing with the Securities and Exchange Commission, Comcast submitted a sample vote card that would be mailed to Fox shareholders to reject the Disney deal.

Comcast believes that U.S. District Judge Richard Leon’s decision on Tuesday to approve the AT&T/Time Warner deal makes it more likely that a Comcast/Fox deal can be approved by federal regulators.

“AT&T is being aggressive and Comcast is concerned,” Becher said. “They are feeling heat here. I don’t think Comcast wants to be left out, because [entertainment] content is key here.”