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Comcast makes sweet $65 bn offer for Fox's entertainment assts

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Let the games begin. That?s the clarion call that Comcast CEO Brian Roberts has given by making an offer of $65 billion to acquire the Murdoch-owned Fox entertainment assets. Priced at $35 a share, the Comcast ?superior? offer is at a 19 per cent premium over what Disney?s Bob Iger  made last year at $28 per share or $52.4 billion in an all-stock transaction.  The deal is undergoing regulatory approval and includes Fox's movie studios, networks Nat Geo and FX, Asian pay-TV operator Star TV, and stakes in Sky, Endemol Shine Group and Hulu, as well as regional sports networks.

Comcast is already taking steps to clearly stake its claim to the prized 21C Fox assets.  Roberts in a letter addressed to Rupert, Lachlan and James Murdoch stated that his company was going ahead with filing a preliminary proxy statement with the Securities Exchange Commission (SEC) in opposition to the Disney merger proposal. He added that Comcast had been ?advised this is necessary to be in a position to be able to communicate with your shareholders directly regarding the votes they are being asked to cast on 10 July We hope this is precautionary only, as we expect to work together to reach an agreement over the next several days.?

The Comcast  offer comes a day after a US district judge Richrd Leon  approved AT&T?s $85 billion bid for Time Warner. Leon emphatically thumbed down the government?s claim that AT&T/Time Warner would be anti-competitive and harm consumers. Roberts who had already announced last month that his company would make an offer post the regulatory go ahead from the US law makers for the AT&T- Time Warner transaction.

Most observers are expecting The Walt Disney Co to up the ante by bettering its bid possibly flagging off a bidding war.

Roberts in a conference call with investment analysts said that Fox?s assets are financially attractive. ?Fox is an outstanding company which has done an outstanding aggregating content and distribution on a global basis,? he said. ?This transaction offers a good chance to add these complimentary assets to our existing NBC Universal portfolio laying the foundation for many group opportunities. We have a proven track record of integrating companies, investing in them and growing them. And we can do that for Fox assets.?

Roberts was quite confident that Comcast?s proposed transaction will obtain all necessary regulatory clearances in a timely manner and that ?the transaction is as or more likely to receive them than the Disney transaction. Accordingly, we are offering the same regulatory commitments as the ones 21CF has already obtained from Disney, including the same $2.5 billion reverse termination fee agreed to by Disney. To further evidence our commitment, we also are offering to reimburse the $1.525 billion break-up fee to be paid by you to Disney, for a total cost to Comcast of $4.025 billion, in the highly unlikely scenario that our transaction does not close because we fail to obtain all necessary regulatory approvals.?

During the conference call. Roberts added that the acquisition of Fox?s assets would expand Comcast?s core businesses to new markets and give it leadership position in four of the markets of the US, the UK, India and Latin America. Also the third most valued media company?s  international revenue contribution to its top line would rise from nine percent to 27 per cent following the digestion of Fox assets. Distribution platforms  such as Tata Sky, Sky, Fox and X1 would accrue to its portfolio giving the company a collective customer relationship of 53 million. Additionally, OTT platforms such as Hotstar, Hulu, NowTV,and Fox Plus would help give it more content and revenue leverage.

Roberts has urged the Murdochs to make haste as its merger proposal with Disney is coming up for shareholder vote on 10 July. And he has pointed that  ?there should not be any meaningful difference in the timing of the U.S. antitrust review between a Comcast and Disney transaction.?

Comcast CFO Michael Cavanagh told investment analysts that the media gianthad enough financial muscle on its balance sheet to be able to finance and see through the transaction quickly- within 12 months of signing. He pointed out that he expected cost synergies of $2billion to be realised post merger, keeping in mind that Comcast will acquire 100 per cent of Sky, He explained  that he expected the deal to add to the proforma company?s free cash flow per share and earnings per share. Cavanagh expected the company?s debt to be at four times net debt EBIDTA in 2019.

Roberts told investors that he was waiting for a revert from the Murdochs and the Fox board. He also stated that he has known them for a long time and that ?there was disappointment when 21CF decided to enter into a transaction with The Walt Disney Company, even though we had offered a meaningfully higher price.?

Meanwhile, late in the day, Fox acknowledged that it had received a new offer from Comcast and in keeping with its fidicuary duties the Fox board said it will carefully review it.

It added that it hasn't decided whetther it would postpone or adjourn the 10 July meeting to vote on the Disney proposal. 

It?s over to the Murdochs and The Walt Disney Co. 

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