Update: Department of Justice approves Disney bid for Fox

walt disney companyThe Department of Justice has approved the Walt Disney Company’s $71 billion bid for the entertainment assets of 21st Century Fox. The government’s approval was filed in federal court on the condition that Disney, which already owns ESPN, divest all of Fox’s 22 regional sports networks, which include valuable channels like the Yankees’ YES network.

“Today’s settlement will ensure that sports programming competition is preserved in the local markets where Disney and Fox compete for cable and satellite distribution,” Makan Delrahim, the head the Justice Department’s antitrust division, said in a statement.

USA, Burbank, CA & New York, NY

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Disney increases its bid for Fox to $71.3BN

walt disney companyThe Walt Disney Company has upped its bid to acquire 21st Century Fox by 35 % to $71.3 billion, following a rival bid from the Comcast Corporation last week for $65bn (£48.6bn) in cash.

Disney has also moved from of an all-stock deal for Fox, owner of assets including X-Men film studio 20th Century Fox, and a 39% stake in Sky, to a 50/50 mix of cash and shares.

USA, Burbank, CA & New York, NY

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Sinclair Broadcast Group to sell TV stations as part of Tribune acquisition

SinclairSinclair Broadcast Group Inc is selling 23 television stations to several companies after completing its $3.9 billion acquisition of Tribune Media.

The sales are to obtain the necessary governmental approval of the Tribune transaction, the company said, as it has worked for months to win regulatory approval for the deal.

Chris Ripley, President and CEO of Sinclair, said, “After a very robust divestiture process, with strong interest from many parties, we have achieved healthy multiples on the stations we are divesting. While we continue to believe that we had a strong and supportable rationale for not having to divest stations, we are happy to announce this significant step forward in our plan to create a leading broadcast platform with local focus and national reach. The combined company will continue to advance industry technology, including the Next Generation Broadcast Platform, and to benefit from significant revenue and expense synergies”.

Standard Media Group, an affiliate of Standard General L.P., will acquire the following nine television stations in seven markets for $441.7 million in cash:

KOKH-TV, Oklahoma City, OK (affiliated to FOX)
WXMI, Grand Rapids-Kalamazoo-Battle Creek, MI (affiliated to FOX)
WPMT, Harrisburg-Lancaster-Lebanon-York, PA (affiliated to FOX)
WXLV-TV, Greensboro-High Point-Winston Salem, NC (affiliated to ABC)
WRLH-TV, Richmond-Petersburg, VA (affiliated to FOX)
WOLF-TV (1), Wilkes Barre-Hazelton-Scranton, PA (affiliated to FOX)
WSWB (1), Wilkes Barre-Hazelton-Scranton, PA (affiliated to CW)
WQMY (1), Wilkes Barre-Hazelton-Scranton, PA (affiliated to MY)
KDSM-TV, Des Moines-Ames, IA (affiliated to FOX)
(1) Sinclair is not the licensee of these stations and will only be selling the assets of such stations that Sinclair owns, together with its right to purchase the licenses of the stations.

Meredith Corp will acquire CW-affiliated KPLR-11 in St. Louis for $65 million. Additionally, three stations are going to Howard Stirk and two are going to shared services agreement partner Cunningham Media. The buyer for the remaining seven stations is yet to be named.

USA, Hunt Valley, MD & Washington, WA & St Louis, MO & Baltimore, MD

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Walt Disney set to acquire 21st Century Fox businesses for $52.4BN

walt disney companyThe Walt Disney Company has entered into an agreement to acquire 21st Century Fox, including the Twentieth Century Fox Film and Television studios, along with cable and international TV businesses, for approximately $52.4 billion in stock.

Prior to the acquisition, 21st Century Fox will separate the Fox Broadcasting network and stations, Fox News Channel, Fox Business Network, FS1, FS2 and Big Ten Network into a newly listed company that will be spun off to its shareholders.

Combining with Disney are 21st Century Fox’s film production businesses, including Twentieth Century Fox, Fox Searchlight Pictures and Fox 2000, and its storied television creative units, Twentieth Century Fox Television, FX Productions and Fox21. Disney will also acquire FX Networks, National Geographic Partners, Fox Sports Regional Networks, Fox Networks Group International, Star India and Fox’s interests in Hulu, Sky plc, Tata Sky and Endemol Shine Group.

Under the terms of the agreement, shareholders of 21st Century Fox will receive 0.2745 Disney shares for each 21st Century Fox share they hold. Disney will also assume approximately $13.7 billion of net debt of 21st Century Fox. The acquisition price implies a total equity value of approximately $52.4 billion and a total transaction value of approximately $66.1 billion for the business to be acquired by Disney, which includes consolidated assets along with a number of equity investments.

The acquisition is expected to yield at least $2 billion in cost savings from efficiencies realized through the combination of businesses, and to be accretive to earnings before the impact of purchase accounting for the second fiscal year after the close of the transaction.

Robert A. Iger, Chairman and Chief Executive Officer of The Walt Disney Company, said, “We’re excited about this extraordinary opportunity to significantly increase our portfolio of well-loved franchises and branded content to greatly enhance our growing direct-to-consumer offerings. The deal will also substantially expand our international reach, allowing us to offer world-class storytelling and innovative distribution platforms to more consumers in key markets around the world.” Mr. Iger will continue as Chairman and Chief Executive Officer of The Walt Disney Company until the end of 2021.

USA, Burbank, CA & New York, NY

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Sinclair Broadcast Group acquires Tribune Media Company for approximately $3.9 Billion

SinclairThe Sinclair Broadcast Group has acquired 100% of Tribune Media Company’s issued and outstanding shares for $43.50 per share, for an aggregate purchase price of approximately $3.9 billion, plus the assumption of approximately $2.7 billion in net debt.

Under the terms of the agreement, Tribune stockholders will receive $35.00 in cash and 0.23 shares of Sinclair Class A common stock for each share of Tribune Class A common stock and Class B common stock they own. The total $43.50 per share consideration represents a premium of approximately 26% over Tribune’s unaffected closing share price on February 28, 2017, the day prior to media speculation regarding a possible transaction; approximately 14% over Tribune’s 30-day volume weighted average closing stock price; and approximately 8% over Tribune’s closing share price on May 5, 2017, the last trading day prior to today’s announcement.

Tribune owns or operates 42 television stations in 33 markets, cable network WGN America, digital multicast network Antenna TV, minority stakes in the TV Food Network and CareerBuilder, and a variety of real estate assets. Tribune’s stations consist of 14 FOX, 12 CW, 6 CBS, 3 ABC, 2 NBC, 3 MyNetworkTV affiliates and 2 independent stations.

Chris Ripley, President and CEO of Sinclair, said, “This is a transformational acquisition for Sinclair that will open up a myriad of opportunities for the company. The Tribune stations are highly complementary to Sinclair’s existing footprint and will create a leading nationwide media platform that includes our country’s largest markets. The acquisition will enable Sinclair to build ATSC 3.0 (Next Generation Broadcast Platform) advanced services, scale emerging networks and national sales, and integrate content verticals. The acquisition will also create substantial synergistic value through operating efficiencies, revenue streams, programming strategies and digital platforms.”

USA, Baltimore, MD & Chicago, IL

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