21St Century Fox Board Announces Amended And Restated Merger Agreement With Disney

The Walt Disney Company (NYSE: DIS) announced that it has signed an amended purchase agreement with Twenty-First Century Fox, Inc. (“21st Century Fox” -NASDAQ FOXA, FOX) for more than $38 per share in cash and stock. Disney will take over 21st Century Fox immediately after the spin-off of “New Fox`” business, as previously announced. 21CF, Disney, New Disney and their respective directors and senior officers may be considered participants in obtaining proxies in respect of the proposed transaction. Information relating to 21CF`s directors and senior officers, including a description of their direct interests, by equity or otherwise, is available in 21CF`s Annual Report on Form 10-K for the year ended June 30, 2017 and in the proxy statement filed with the SEC on September 28, 2017. Information about Disney`s directors and officers, including a description of their direct interests, through equity or otherwise, is available in Disney`s Annual Report on Form 10-K for the year ended September 30, 2017 and in the proxy statement filed with the SEC on January 12, 2018. A more complete description will be available in New Fox`s Registration Statement on Form S-4, Common Proxy/Prospectus and Registration Statement. Disney believes that the transaction has a clear and timely way to obtain administrative authorization. Over the past six months, both companies have worked to meet all the necessary conditions for closing. In the amended agreement, Disney extended its commitment to take the necessary steps to obtain administrative authorization. For more information about 21st Century Fox, see www.21CF.com.

The amended agreement was approved by the boards of Disney and 21st Century Fox. The transaction is subject to approval by Disney and 21st Century Fox shareholders, the approval provided for by the Hart-Scott-Rodino Antitrust Improvements Act, a series of other mergers outside the United States and other regulatory revisions, as well as other closing terms and conditions. . . .