Norrin Radd
To me, my board!
Comcast Confirms Plan To Counter Disney With Richer, All-Cash Offer For Fox
It’s on. Comcast this morning confirmed its plan to make a rich counter-offer for the 21st Century Fox assets that Disney has proposed to acquire.
The move sets in motion what could be one of the all-time merger battles in media. Comcast chief Brian Roberts is set to clash with Disney’s Bob Iger for control of the film and TV empire that Rupert Murdoch and sons James and Lachlan spent years building. While Disney and Fox have agreed to a $52.4 billion deal, Comcast’s counter is believed to be in the $60 billion range.
As many in the media business and on Wall Street had been predicting since word surfaced of Comcast meeting with bankers to line up financing, the NBCUniversal owner and No. 1 U.S. cable distributor said a rival bid is in the “advanced stages.” The trigger for this morning’s announcement, Comcast said, was the filing of SEC documents by Fox and Disney in preparation for special shareholder meetings. The summer meetings are when 21st Century Fox and Disney shareholders are expected to vote on the proposed $52.4 billion acquisition of the Fox assets.
Comcast did not specify a price for its bid in today’s statement. The assets on the table include everything under the Murdoch tent except for the Fox broadcast network, Fox News and the company’s portfolio of local TV stations. In play are the Fox film and TV studios and a lucrative set of cable networks, including FX, National Geographic and regional sports operations.
In the statement, Comcast said it “confirms that it is considering, and is in advanced stages of preparing, an offer for the businesses that Fox has agreed to sell to Disney.” While the company said that “no final decision has been made,” it said that “any offer for Fox would be all-cash and at a premium to the value of the current all-share offer from Disney.” Comcast said, “the work to finance the all-cash offer and make the key regulatory filings is well advanced.”
The statement added, “The structure and terms of any offer by Comcast, including with respect to both the spin-off of “New Fox” and the regulatory risk provisions and the related termination fee, would be at least as favorable to Fox shareholders as the Disney offer.”
Comcast had entered the bidding for Fox’s studio assets last fall before Disney set its plan with Fox in December. While the company has sound fundamentals, many financial analysts have questioned its strategy of going all-in for Fox given the amount of debt it would have to take on. The company has also recently thrown its hat in the ring for European pay-TV giant Sky, offering $31 billion.
With $6 billion in cash on its balance sheet, Comcast is in a well-fortified position to enter the merger arena. But last week, Moody’s Investor Service cautioned that if both the Sky and Fox deals were to go through, Comcast’s total debt would reach $164 billion and could “imperil” the company’s credit rating.
Offering stock isn’t an option for Comcast, as its shares have dropped 16% in 2018 to date.