Acquisition of 21st Century Fox by Disney

The logos of The Walt Disney Company and 21st Century Fox

On December 14, 2017, The Walt Disney Company announced a definitive agreement to acquire 21st Century Fox for $52.4 billion in stock. Assets being assumed by the acquisition include the 20th Century Fox film and TV studios, Fox Television Group (along with cable channels such as FX), international networks, stakes in National Geographic Partners, Indian television broadcaster Star India, additional 30% stake in Hulu, and other key assets. 21st Century Fox will spin-off the Fox Broadcasting Company, Fox Television Stations, Fox News Channel, the Fox Business Network, FS1, FS2, Fox Deportes and the Big Ten Network into the new "Fox" company.

Comcast (parent company of NBCUniversal) made their own offer on June 13, 2018, with a $65 billion all cash proposal to acquire the Fox assets that Disney was set to purchase, touching off a major bidding war between the two companies. A week later, Disney counterbid with a $71.3 billion offer. Comcast officially ended its bidding war with Disney to acquire Fox on July 19, in order to focus on acquiring a controlling stake in Sky plc. Disney and Fox shareholders approved the acquisition on July 27. The deal is expected to close in the last week of January 2019.

History

Early information

On November 6, 2017, CNBC reported that The Walt Disney Company was negotiating a deal with Rupert Murdoch to acquire 21st Century Fox's filmed entertainment, cable entertainment, and direct broadcast satellite divisions, including 20th Century Fox, FX Networks, and National Geographic Partners. The deal would reportedly exclude the Fox Broadcasting Company, 20th Century Fox's studio lot, Fox Television Stations, Fox News Group and Fox Sports, which would be spun off into a new independent company run by the Murdoch family.

It would also include film rights to certain franchises, including X-Men and Fantastic Four, and the distribution rights to Star Wars: Episode IV – A New Hope, which are not owned by Disney's Marvel Studios and Lucasfilm respectively. Talks had stalled for the day without a deal being finalized, but it was reported on November 10 that the prospected deal had yet to be fully abandoned.

On November 16, 2017, it was reported that Comcast (parent company of NBCUniversal), Verizon Communications, and Sony had also joined Disney in a bidding war for 21st Century Fox. During a recent shareholders meeting, 21st Century Fox Co-Chairman Lachlan Murdoch stated that Fox was not a "sub-scale" company "finding it difficult to leverage their positions in new and emerging video platforms", but had "the required scale to continue to both execute on our aggressive growth strategy and deliver significant increased returns to shareholders".

Because Disney owns the American Broadcasting Company (ABC), Comcast owns the National Broadcasting Company (NBC), and 21st Century Fox owns the Fox Broadcasting Company, a full acquisition of Fox by either Disney or Comcast would be illegal under the Federal Communications Commission (FCC)'s rules prohibiting a merger between any of the four major broadcast networks.

On November 28, 2017, while mentioning a rumor that the rumored negotiations between Disney and Fox were progressing at a rapid pace, Mike Fleming Jr. of Deadline Hollywood commented that "given how Disney made the Marvel and Lucasfilm deals under the cone of silence, if this happens we'll probably only know it when it's announced. It is certainly being talked about today."

Rumors of a nearing deal continued on December 5, 2017, with additional reports suggesting that the FSN regional sports networks would be included in the sale (assets that would likely be aligned with Disney's ESPN division).

On December 11, 2017, Comcast announced it was dropping its bid on the Fox assets. On December 14, Disney and Fox confirmed a $52.4 billion deal to merge the two companies, pending approval from the United States Department of Justice Antitrust Division.

In February, CNBC reported that, despite the Disney-Fox deal, Comcast might take action to outbid Disney's $52.4 billion offer, once the AT&T–Time Warner merger went through. Despite this, Fox President Peter Rice stated he was content with the Disney offer and that the Fox assets were "a great fit for Disney."

Early in March, the non-profit group Protect Democracy Project Inc. filed a lawsuit against the United States Department of Justice on the hopes to seek any records of communications between the two groups over Disney's pending acquisition of Fox. The lawsuit also sought "any related antitrust enforcement efforts by the DOJ, to find out whether the president or his administration is improperly interfering with the independence of the DOJ out of favoritism for a political ally." Donald Trump congratulated Murdoch for the Disney-Fox deal while attacking AT&T's acquisition of Time Warner, particularly over the ownership of CNN, which he frequently criticized due to alleged bias.

On April 12, 2018, Rice revealed that the merger was expected to close by summer 2019.

Bidding war between Disney and Comcast

On May 7, it was reported that Comcast spoke to investment banks about topping Disney's offer to acquire Fox. Shortly afterwards, Bob Iger stated he was willing to drop Sky plc from the deal to ensure the Fox acquisition.

Several Fox investors said that they would be open to terminate the company's agreement with Disney if Comcast followed through on its plan to launch a rival all-cash bid for $60 billion. Murdoch's family trust controlled 39% of Fox due to shares it held with special voting rights. However, under the company's by-law, those special rights did not apply to a vote on the Disney/Fox deal when the Murdoch trust only controlled 17% of the vote, making it easier for other shareholders to defeat him, which was expected as early as next month. Later that month, it was confirmed that Lachlan Murdoch, rather than James Murdoch, would take charge of the New Fox company.

The following week, Comcast publicly announced it was looking into making an all-cash counter-offer for the Fox assets that Disney proposed to acquire. Shortly after, it was reported that Disney was looking into making its own all-cash counter-offer for Fox assets if Comcast went through with their offer.

The next day, Disney and Fox announced they had set their shareholder vote meetings for July 10, although both stated that Fox's meeting could be postponed if Comcast came through with their offer.

On June 12, AT&T was given approval by District Judge Richard J. Leon to acquire Time Warner, easing concerns Comcast had regarding whether government regulators would block their bid for Fox. Consequently, the next day, Comcast mounted a bid of $65 billion for the 21st Century Fox assets that were set to be acquired by Disney.

On June 18, 2018, it was reported that Disney will add to its already existing $52 billion claim to contest Comcast's proposed counter-offer for the Fox assets.

On June 20, 2018, Disney and Fox announced that they had amended their previous merger agreement, upping Disney's offer to $71.3 billion (a 10% premium over Comcast's $65 billion offer), while also offering shareholders the option of receiving cash instead of stock. On June 21, 2018, Murdoch said in response to Disney's higher offer: "We are extremely proud of the businesses we have built at 21st Century Fox, and firmly believe that this combination with Disney will unlock even more value for shareholders as the new Disney continues to set the pace at a dynamic time for our industry." That still does not prevent other companies from making a bid, as the deal was needed to be voted on by shareholders.

Iger explained the reasoning behind the bid: "Direct-to-consumer distribution has actually become an even more compelling proposition in the six months since we announced the deal. There has just been not only a tremendous amount of development in that space, but clearly the consumer is voting—loudly."

On June 27, 2018, the United States Department of Justice gave antitrust approval to Disney under the condition of selling Fox's 22 regional sports channels, to which the company has agreed to. The next day, Disney and Fox boards scheduled July 27, 2018 as the day shareholders vote on Fox's properties being sold to Disney.

On July 9, 2018, a Fox shareholder filed a lawsuit to stop the acquisition from Disney citing the absence of financial projections for Hulu. On the same day, CNBC reported that Comcast was looking for companies that could take over Fox's Regional Sports Networks. This would make easier Comcast's legislative problems regarding the takeover of Fox assets, preparing to make a new all cash counter-offer before July 27, 2018.

On July 12, 2018, the Department of Justice filed a notice of appeal with the D.C. Circuit to reverse the District Court's approval for AT&T acquisition of Time Warner (now WarnerMedia). Although analysts say that the chances of the DOJ win are small, they say it is the "final nail in the coffin for Comcast's Fox chase. This is a clear gift to Disney." On the next day, CEO of AT&T Randall Stephenson gave an interview with CNBC, about Comcast's bid for Fox: "It probably can't help it. You're in a situation where two entities are bidding for an asset, and this kind of action can obviously influence the outcome of those actions."

On July 13, 2018, Disney received the support of the Institutional Shareholder Services and Glass Lewis, the two most prominent proxy adviser firms in the world. Fox shareholders were recommended by the advisers as means to provide for Disney's future.

On July 16, 2018, CNBC reported that Comcast was unlikely to continue its bidding war with Disney to acquire Fox. Instead, Comcast is likely to continue pursuing 61% stake of Sky. On July 19, 2018, Comcast officially announced that it was dropping its bid on the Fox assets in order to focus on its bid for Sky. The CEO of Comcast, Brian L. Roberts, said "I'd like to congratulate Bob Iger and the team at Disney and commend the Murdoch family and Fox for creating such a desirable and respected company."

Road to completion

On July 25, 2018, TCI Fund Management, the second largest shareholder of 21st Century Fox, indicated that they voted to approve the Disney-Fox deal. On July 27, 2018, Disney and Fox shareholders approved the merger between the two companies. The merger's completions should be in the first half of 2019. On the same day, Bloomberg reported that out of all 15 nations yet to approve the deal, China could become the biggest threat to the merger since the trade war with USA resulted in the merger between Qualcomm and NXP not being realized.

On August 9, it was reported that Viacom CEO Robert Bakish wants to license its TV ad targeting tech to the entire industry, starting with Fox. On August 12, 2018, the Competition Commission of India approved the Disney-Fox deal.

On September 17, 2018, the European Commission scheduled a merger review for October 19, which was later postponed to November 6.

On October 5, 2018, Disney announced the commencement of exchange offers and consent solicitations for 21st Century Fox. On October 8, 2018, Disney announced that 21st Century Fox's top television executives would join the company, including Peter Rice, Gary Knell, John Landgraf, and Dana Walden. Rice will serve as Chairman of Walt Disney Television and Co-Chair of Disney Media Networks, succeeding Ben Sherwood while Walden is to be named Chairman of Disney Television Studios and ABC Entertainment.

On October 10, 2018, it was reported that the new, post-merger organizational structure of "New Fox" would be implemented by January 1, 2019, ahead of the closure of the Disney sale (which is still expected to occur during the first half of 2019).

On October 15, 2018, Disney offered a list of concessions to the European Commission, which extended the review deadline to November 6. On October 18, 2018, Disney announced a new organizational structure for The Walt Disney Studios and the individuals who would join the company, including Emma Watts, Elizabeth Gabler, Nancy Utley and Stephen Gilula. Watts who currently serves as Vice Chairman and President of production at 20th Century Fox will lead Fox's film division reporting to Walt Disney Studios Chairman Alan Horn, succeeding Stacey Snider.

On November 6, 2018, the sale was cleared by the European Commission, pursuant to the divestment of certain factual television networks in Europe owned by the Disney/Hearst joint venture A&E Networks, including Blaze, Crime & Investigation, History, H2, and Lifetime. Disney will continue to be a 50 percent owner of A&E everywhere outside of the European Economic Area.

On November 19, 2018, China's regulators approved the Disney-Fox deal, without any conditions. After obtaining approval from Chinese regulators, Disney reported that it still needed to obtain regulatory approval from several other regulators, though the approvals from the United States, European Union, and China were considered the most important hurdles to clear.

On December 3, 2018, Brazil's Administrative Council for Economic Defense (CADE) stated that the deal would concentrate the market of cable sports channels. CADE recommended remedial measures, and has until March 23, 2019 to issue a decision; the deadline may be extended for 90 days.

On December 13, 2018, Disney announced a new organizational structure for its international operations and the individuals who would join the company, including Rebecca Campbell, Jan Koeoppen, Diego Lerner and Uday Shankar. Shankar who currently serves as Chairman and President Fox Networks Group Asia and Star India will lead Disney's Asian operations and will become the new Chairman of Disney India.

By December 14, 2018, the merger was subjected to regulation in Mexico, where Disney/Fox would account for 27.8% of content distribution across all genres. Sports broadcasting was Mexico's main concern.

On December 26, 2018, NBC News reported that the deal is expected to close on the last week of January 2019.

On January 3, 2019, Bloomberg reported that Brazil's Administrative Council for Economic Defense (CADE) is expected to approve the deal without pressing for any property sales. CADE is expecting to see a proposal from Disney and Fox that includes behavioral changes after some "back-and-forth meetings" between the two companies in December 2018. Concerns centered on the impact of the sports industry from the combination of ESPN and Fox Sports were also addressed, while CADE is also aware that other services compete in sports broadcasting. A ruling is expected to come as soon as January 30, 2019, when regulators come back from their year-end recess.

On January 7, 2019, 21st Century Fox filed a registration statement with the U.S. Securities and Exchange Commission to create Fox Corporation, the company to be spun off in connection with the Walt Disney Company’s acquisition of most of its film and television assets. “New” Fox will include the company’s branded news, sports and entertainment assets: Fox News Channel, Fox Business Network, Fox Broadcasting Company, Fox Sports, Fox Television Stations Group, and sports cable networks FS1, FS2, Fox Deportes and Big Ten Network.

Antitrust concerns regarding the deal

Despite Disney passing antitrust approval from main regulators (United States, European Union, India and China) and awaiting approval from the minor regulators, critics of Disney's purchase expressed concern of a significant amount of antitrust concerns. The deal is a horizontal merger (i.e., in which a company buys up a corporation that produces the same goods and products) as opposed to a vertical merger (i.e., two companies that operate at separate stages of the production process for a specific finished product), much akin to the integrations of AT&T–Time Warner and Comcast–NBC Universal. As such, horizontal mergers are more disapproved than vertical mergers, as they effect a more tangible reduction in competition. The Federal Trade Commission (FTC) states in its own website that "The greatest antitrust concern arises with proposed mergers between direct competitors (horizontal mergers)."

As both Disney and Fox produce films and television series, the deal would reduce the number of major film studios in Hollywood from six to five. Some argued that the operation would still leave many competitors around since Disney may compete with Netflix in the online streaming market with Disney+ in equal conditions with its newly acquired properties. However, it was countered that these arguments do not hold much weight due to Disney's powerful box office and stock market shares, its practices, and its purchase of Fox's many assets, leading to widespread criticism among businesses, consumers, and regulators.

News media

Many journalists expressed concerns about Disney's purchase of 21st Century Fox and its effects on the industry in the long run. A film reporter stated that "They'll have more control over more things, so if they decide they don't like what you wrote and want to ban you from their screenings, eventually that will mean all of entertainment. For journalists and reporters trying to do their job, it is frightening to see the scope of one company expand in that way and know that your fate is kind of tied up with them." "We've seen a pattern in Disney's behavior. The more power they have, the more they wield it," one entertainment reporter said. A freelance critic and member of the New York Film Critics Circle said that most journalists were troubled by the idea of the Disney–Fox deal:

As an example, on November 3, 2017, Disney banned the Los Angeles Times from attending press screenings of its films in retaliation for the paper's coverage of their political influence in Anaheim, California in September of that year. On November 7, however, Disney reversed its decision, after receiving massive protests and condemnation from a number of major publications and writers including The New York Times, The Boston Globe critic Ty Burr, The Washington Post blogger Alyssa Rosenberg, A Wrinkle in Time director Ava DuVernay, the websites The A.V. Club and Flavorwire, and film critic organizations which threatened to disqualify Disney films from their year-end awards in retaliation, specifically, the National Society of Film Critics, Los Angeles Film Critics Association, New York Film Critics Circle, and Boston Society of Film Critics. Jason Bailey, the editor of Flavorwire, thought the way Disney treated the Los Angeles Times was "absolutely chilling", fearing it would only grow more common after the merger:

The idea of a major, multinational conglomerate being that petty and vindictive and really engaging in an act of retribution against an outlet, and against reporters who had nothing to do with the thing that they were angry about, gave some insight into the length they were willing to go against anyone who didn't toe the Disney company line. It's very worrisome, and is more worrisome if they're in control of this much more of the entertainment industry.

One film writer stated that "I personally worry that a studio this big will need the press less and less. I don't think anything drastic will change immediately, but I think it is more important than ever for entertainment reporters to uphold journalistic values. We are not their PR arms, no matter how much they'd like us to be." Another film reporter said, "As a critic, I've had Disney tell me they don't want to invite me to [its] film because I didn't like the last one. It really scares me to watch them get even more power."

Theaters

Unlike most studios, Disney has a reputation for lofty terms and strict conditions being imposed upon theater owners on its films, such as Avengers: Age of Ultron and Star Wars: The Last Jedi. For the latter, Disney demanded a 65% cut of domestic ticket sales (rather than the minimum 55% to 60% cut) along with a four-week hold in each venue and face a 5% penalty to any theater owner who breaks any part of the contract, including taking the film offscreen. If the Disney–Fox deal had happened in late 2016, Disney's domestic box office in 2017 would have equaled $4.5 billion or 40% market share, a figure no major studio has ever hit. For many, the deal would give Disney the unprecedented market power to be abusive without end.

One distribution studio executive denounced the deal, saying that "If I was an independent mom-and-pop theater, I would just close down; there's no way to survive. With a 40% market share, how do you negotiate against that?" John Roper, the general manager of the Phoenix Theatre in Fort Nelson, British Columbia, said that Disney/Fox had him worried about even stricter rules in the future, stating, "It's not good for any type of industry when a company grows that large. Disney holds all the cards, and we have to play by their rules. Smaller cinemas are just left in the dust." Roper decided not to screen Star Wars: The Last Jedi because of Disney's strict conditions of requiring the theater to run the film four weeks straight and play it four times a day (as opposed to other studios, who only require a minimum of two weeks for a film run and play it one time a day). Elkader Cinema in Elkader, Iowa, opted out the movie for the same reason, with owner Lee Akin stating that "I can't get the entire town in my auditorium in one week's time let alone four."

In Brazil, Disney demanded a 52% cut of Coco's domestic ticket sales (rather than the historical 50% cut) and some theaters (with exceptions including foreign chains, such as Cinemark Theatres and Cinépolis) boycotted the film. Coco was shown in 618 screens, against 919 screens that showed Sony Pictures' Jumanji: Welcome to the Jungle.

Other commentators have noted that Disney is a big proponent of longer theatrical windows and could provide a bulwark for traditional theaters against the streaming services. One local theater owner stated that "I would welcome some larger players to compete against the streaming services which I think are the real companies to watch out for in the future".

Pay television industry

American Cable Association President and CEO Matthew M. Polka lambasted the deal and called on federal regulators to "fully investigate" the merger. He was concerned about his smaller subscription television constituents having to negotiate multichannel deals with a behemoth that combines Fox's regional sports networks with ESPN and its cadre of collegiate-conference-focused RSNs, as well as the majority stake in Hulu:

The Disney-Fox marriage not only will create one of the world's largest entertainment conglomerates but will give the combined company control of critical video programming that can be bundled together to harm consumers in local and national markets. In particular, Disney-Fox will become the largest holder of key local and national sports programming rights. It also will gain control of more national cable programming networks, and a significant stake in Hulu – an increasingly popular online distribution service. These assets will be in addition to Disney's national broadcast network (ABC) and multiple owned and operated ABC television stations. Because the combined company post-transaction could leverage these programming assets to undermine competition to the detriment of consumers, federal agencies must fully investigate the proposed combination to ensure that it neither violates antitrust laws nor is inconsistent with the public interest.

Many European telecommunication companies also expressed concerns about the Disney-Fox deal, considering that Sky plc and Sky UK were included in the package, as it serves almost 23 million households across Britain, Ireland, Germany, Austria, and Italy. Disney's takeover of Sky would be greater than RTL Group, Mediaset, ITV, ProSiebenSat.1 Media, Viasat, and Vivendi combined, according to Eikon estimates, and could allow Sky to expand into new markets and bid more for sports rights and other content. Some felt that Disney-owned Sky UK would be most damaging to its pay-TV competitors since they have invested in content to cross-sell television with mobile services, in a bid to squeeze more out of customers. A hedge fund with a small stake in Sky has complained that the Disney-Fox deal could cost minority shareholders in the UK satellite broadcaster a hefty premium unless UK regulators intervene.

Dish Network CEO Erik Carlson said blockbuster mergers like the Disney-Fox deal could severely limit the number of content companies providing to their customers. Carlson said on CNBC's Squawk on the Street that "We really take the position that we think about the customer and the customer first."

On August 29, 2018, Fox's Brazilian channels were expected to dissolve within seven years after the Disney acquisition, pending approval from the Administrative Council for Economic Defense.

Entertainment industry

The Writers Guild of America West, the union that represents writers of films, television, and other media, wrote that:

In the relentless drive to eliminate competition, big business has an insatiable appetite for consolidation. Disney and Fox have spent decades profiting from the oligopolistic control that the six major media conglomerates have exercised over the entertainment industry, often at the expense of the creators who power their television and film operations. Now, this proposed merger of direct competitors will make matters even worse by substantially increasing the market power of a combined Disney-Fox corporation. The antitrust concerns raised by this deal are obvious and significant. The Writers Guild of America West strongly opposes this merger and will work to ensure our nation's antitrust laws are enforced.

Tom Rothman, chairman of the Sony Pictures Motion Picture Group and former co-chairman of Fox Filmed Entertainment, said the Disney–Fox deal was a dangerous proposition: "Consolidation under giant corporate mandates rarely promotes creative risk-taking. And in the long run, it is always a challenge to compete against horizontal monopolistic power."

James Mangold, director of Fox's Marvel adaptations The Wolverine and its R-rated sequel Logan, expressed concerns that the deal would lead to the extinction of certain films not suitable for the Disney brand or be reshuffled in order to accommodate more Disney blockbusters, thereby limiting the opportunities for certain filmmakers as well as the consumers. Mangold said that "If they're actually changing their mandate, if what they're supposed to do alters, that would be sad to me because it just means less movies."

At the Critics' Choice Movie Awards on January 11, 2018, producer J. Miles Dale, who accepted the Critics' Choice Movie Award for Best Picture for The Shape of Water, urged Disney "not to mess" with 20th Century Fox's indie studio Fox Searchlight Pictures, saying, "they're making the kind of movies that we need to make, we want to make, and people need to see."

Writer Marc Guggenheim, known for his work for the Arrowverse for The CW, said that "As a writer, I'm not a big fan of these big corporate consolidations. I don't think they're necessarily good for writers, directors, producers, and actors. I also, as an American, don't love these big corporate mergers. I don't think they're necessarily good for the country."

The potential acquisition of Fox by Disney caused concern within the entertainment industry that smaller media companies, including Viacom, CBS Corporation, Lionsgate, and Metro-Goldwyn-Mayer, would need to consolidate or be sold in order to remain competitive.

On February 13, 2018, television producer Ryan Murphy, a long-time collaborator of 20th Century Fox Television, signed a five-year $300 million agreement with Netflix, a move considered to be a big blow to Fox and Disney. Murphy cited the Disney–Fox deal as the main reason for departure, arguing that his freedom under Disney might be severely limited in creating new, risk-taking content.

Jeff Bock of Exhibitor Relations expressed hope that the merger would force creativity in other studios like Paramount, which might focus on smaller budget films knowing that it could not compete with Disney/Fox in making big budget blockbusters.

Viacom CEO Bob Bakish has stated that the Disney-Fox deal provides a "very real opportunity" to hire new executive and creative talent at Paramount and other studios amid the "dislocation associated with change of ownership" at Disney and Fox. Bakish also suggested that Viacom and other companies can provide new content for streaming services such as Netflix once Disney removes their content from the service in 2019.

Political reaction

President Donald Trump praised both companies for the merger, believing it is best for American jobs. However, not all politicians are pleased with the decision. U.S. Rep. David Cicilline from Rhode Island's 1st congressional district, the ranking Democrat on the House Antitrust Subcommittee, expressed concerns over the transaction. He said in a statement that "Disney's proposed purchase of 21st Century Fox threatens to put control of TV, movie, and news content into the hands of a single media giant. If it's approved, this merger could allow Disney to limit what consumers can watch and increase their cable bills," he said. "Disney will gain more than 300 channels, 22 regional sports networks, control over Hulu, and a significant portion of Roku."

Other comments

Richard Greenfield, the BTIG Research analyst, wrote that the combined Disney and Fox assets would have a 39% theatrical market share:

Disney is already using its box office muscle to bully movie domestic exhibitors, extracting financial terms far beyond their studio peers... Adding Fox, which controls portions of the Marvel universe (X-Men, Deadpool) and the Avatar franchise, would enable Disney to gain unprecedented market power.

In response to the Disney–Fox deal, Analyst Andy Hargreaves of KeyBanc Capital Markets Inc. downgraded Fox's stock from overweight to Sector Weight with no assigned price target. Hargreaves said that although the merger is positive for both companies, it comes with a high antitrust risk due to Disney's potential share of theatrical revenue, its share of domestic cable assets, its strong position in sports, and its power to already force preferential deals with cable, satellite, and theater owners.

David Balto, an antitrust lawyer and former policy director at the FTC, said that the inclusion of regional sports networks would give Disney greater leverage with cable and satellite distributors: "Any increase in Disney sports programming will be extremely problematic and will get intense scrutiny".

John Simpson of the activist group Consumer Watchdog said that the deal "would give far too much monopolistic power to Disney, which is known for cutthroat, hardball tactics", and "can only mean higher prices and less choice for consumers."

Barton Crockett, a media analyst at B. Riley FBR, said that "Disney is becoming the Wal-Mart of Hollywood: huge and dominant. That's going to have a big influence up and down the supply chain."

Ian Bezek, contributor to InvestorPlace, questioned the underlying rationale for the merger, asking why Disney needed to acquire Fox's film production and cable sports business for such a "high price", given Disney's already healthy positions in both businesses:

Put another way, Disney is paying $66 billion, including the assumption of $13 billion in debt, to add more sports channels and film production to its already powerful place in both areas. Given the problems at ESPN, some would say this is doubling down on a struggling division. In any case, this deal significantly weakens the argument that Disney is a diversified powerhouse, as it will rely much more on just a couple revenue streams for the majority of its profits post-deal.

Jonathan Barnett, law professor at the University of Southern California Gould School of Law states that when considering streaming services under the same markets as theaters, worries about Disney's control "would be substantially diminished".

Assets

Assets to be acquired by Disney

Included in the deal are the majority of 21st Century Fox's entertainment and international assets. These include:

• 20th Century Fox Film Corporation
  • Twentieth Century Fox
    • 20th Century Fox Animation
    • Fox Family
  • Fox Searchlight Pictures
  • Fox 2000 Pictures
• Fox Television Group
  • 20th Century Fox Television
  • Fox 21 Television Studios
  • FX Networks
  • FX Productions
  • National Geographic Partners (73%)
• Fox Networks Group International
  • Fox Networks Group Asia
  • Fox Networks Group Europe
  • Fox Networks Group Latin America
• Blue Sky Studios
• Endemol Shine Group (50%)
• Hulu (United States) (30% – Disney currently owns 30%; after the merger, Disney will own 60%)
• Star India
• Tata Sky (30%)

Assets to be spun-off to Fox

On November 14, 2018, it was revealed that a new independent company, which was tentatively called "New Fox", would maintain the original "Fox" name. The company implemented its structure on January 1, 2019. Its assets include Fox's broadcast, news and sports businesses. They include:

• Fox Broadcasting Company
• Fox Television Stations Group
• Fox News Group
  • Fox News Channel
  • Fox Business Network
• Fox Sports Media Group
  • Fox Sports 1
  • Fox Sports 2
  • Fox Deportes
  • Big Ten Network (51%)
• The 20th Century Fox studio lot (although it will be leased by Disney)

Assets to be divested

Assets that were initially a part of the acquisition of Fox assets by Disney, but have since been planned to be sold off to third-parties.

• Sky plc (39.14%) – After Comcast's winning bid for Sky, Fox decided to sell their 39% stake in Sky to Comcast at £17.28-per-share, valuing Fox's stake at £11.6 billion ($15 billion).
• Fox Sports Networks – regional sports networks that would be acquired by Disney, but under the agreement with the Department of Justice must be sold to third parties in 90 days after the completion of the main deal. The estimated valuation of all RSNs is $22.5 billion. Forty suitors have expressed interest in acquiring Fox Sports Networks, including Silver Lake Partners and William Morris Endeavor in a joint deal, Charter Communications, Discovery Communications, Liberty Media, Sinclair Broadcast Group, YouTube, Blackstone Group, CVC Capital Partners, Amazon, Apollo Global Management, Kohlberg Kravis Roberts, Providence Equity Partners, and rappers/actors LL Cool J and Ice Cube. Apollo has explored bringing basketball player LeBron James' Uninterrupted media company in as a strategic partner. Allen & Company and JPMorgan Chase are handling the sale for Disney. Fox dropped out of the race in November 2018. On November 20, 2018, Amazon, Sinclair and CVC in a joint deal, Apollo, KKR and Tegna officially bid for the networks. However it was reported that Amazon did not bid for the rest of the networks and only bided for the YES Network while Charter only bided for Fox Sports South and not the rest of the networks.
  • YES Network (80%) – Fox has invoked a clause to give Yankee Global Enterprises the rights to buy their stake back following the acquisition from Disney. Disney has asked all bidders for Fox Sports to include YES Network in their bids. On November 11, 2018, the Yankees entered advanced talks to fully acquire YES Network. On November 20, 2018, the New York Yankees and the Blackstone Group officially placed a joint bid for the 80% stake. The Yankees have appointed the Ontario Teachers' Pension Plan, RedBird Capital Partners, and Mubadala Investment Company to assist with their purchase. Amazon.com could provide streaming services for the YES Network.
• A&E Networks Europe (50% owned by Disney) – On November 6, 2018, the European Commission ruled that Disney must sell the European factual channels of A&E, including History, H2, Crime & Investigation, Blaze and Lifetime. Hearst Communications, which owns the second half of A&E, has entered talks to acquire Disney's share in these networks.