The dominoes are falling. After the AT&T-Time Warner deal was approved without conditions yesterday, Comcast has followed with their attempt to outbid Disney for most of 21st Century Fox. Disney and Fox already agreed to a $52.4B all-stock deal last December, but it has not closed yet and Comcast is now coming in with a whopping $65 billion all-cash offer that may only be the beginning of a bidding war.
Comcast put in a higher bid than Disney last year, but Fox went with the latter partly out of concern that a deal with Comcast would be blocked by the government. The unconditional approval of the AT&T-Time Warner deal effectively removes that objection. Now it all comes down to which company, Disney or Comcast, offers Fox’s shareholders greater value for the assets being sold.
Fox has not commented on Comcast’s bid, but as a publicly traded company, they are obligated to consider it. Disney can also increase their bid if they feel like Fox is going slip away. The Mouse has not been caught unprepared here, as it’s been no secret Comcast planned to take another shot at Fox. Disney has already been making preparations to increase and/or change the composition of their bid to include cash as well as stock.
There is a lot for the Murdoch family, which leads Fox and accounts for 17% of shareholder voting rights, to consider. The total dollar value is part of it, but so is the composition of a given offer. As much as people say “cash is king,” that does not always work out in one’s long-term favor when Disney stock could increase in value over time (and not have immediate tax implications like cash).
At stake are most of 21st Century Fox’s assets including the 20th Century Fox movie studio, which holds the rights to Fantastic Four and X-Men (along with related properties like Deadpool). If Comcast succeeds in scooping this deal out from underneath Disney, the fate of those properties is unclear.
It will all come down to the language in the licensing agreements (for each property) between Marvel and Fox that was signed in the late 1990s. If the licensing agreement explicitly blocks transfers for any reason, even in the event of Fox merging with or being acquired by another company, then the rights will revert back to Marvel. If no such language exists, then there could be a legal battle, or we may simply see Universal (Comcast’s movie studio) making Fantastic Four and X-Men movies.
Though I always reiterate the Marvel impacts in these articles, the rights to all of those characters are not among the primary motivators for Comcast or Disney in all of this.
We will continue to follow this story as it develops. Ultimately, Fox shareholders will decide the winner of this bidding war.