Tieth Century Fox, Fox Sear

The acquisition includes 21st Century Fox’s renowned film production businesses, including Twen- tieth Century Fox, Fox Searchlight Pictures, Fox 2000 Pictures, Fox Family and Fox Animation; Fox’s television creative units, Twentieth Century Fox Television, FX Productions and Fox21; FX Networks; National Geographic Partners; Fox Networks Group International; Star India; and Fox’s interests in Hulu, Tata Sky and Endemol Shine Group. Disney and 21st Century Fox entered into a consent decree with the U.S. Department of Justice last year under which Disney will divest 21st Century Fox’s Regional Sports Networks.The acquisition includes 21st Century Fox’s renowned film production businesses, including Twentieth Century Fox, Fox Searchlight Pictures, Fox 2000 Pictures, Fox Family and Fox Animation; Fox’s television creative units, Twentieth Century Fox Television, FX Productions and Fox21; FX Networks; National Geographic Partners; Fox Networks Group International; Star India; and Fox’s interests in Hulu, On March 19, 2019, 21CF distributed to hold- Tata Sky and Endemol Shine Group. Disney and ers of shares of 21CF common stock (other than 21st Century Fox entered into a consent decree with holders that are subsidiaries of 21CF) all of the the U.S. Department of Justice last year.Disney will issued and outstanding common stock of Fox divest 21st Century Fox’s Regional Sports Networks. Corporation (“FOX”) on a pro rata basis (the “Distribution”). As a result of the Distribution, Earlier today, 21st Century Fox completed the spin- 0.263183 of each share of 21CF common stock off of a portfolio of 21st Century Fox’s news, sports outstanding immediately prior to the Distribution and broadcast businesses, including the FOX News was exchanged for 1/3 of one share of FOX com- Channel, FOX Business Network, FOX Broadcast- mon stock of the same class, and holders contin- ing Company, FOX Sports, FOX Television Stations ued to hold the remaining 0.736817 of each share Group, and sports cable networks FS1, FS2, Fox De- of 21CF common stock. The 0.736817 of each portes and Big Ten Network, and certain other assets share of 21CF common stock remaining outstand- and liabilities, into Fox Corporation. ing following the Distribution will be exchanged for the amount of consideration in the Acquisition Disney is also acquiring approximately $19.8 billion that a whole share of 21CF common stock would of cash and assuming approximately $19.2 billion have been exchanged for before giving effect to of debt of 21st Century Fox in the acquisition. The the Distribution. To accomplish this, the consid- acquisition price implies a total equity value of ap- eration that holders will receive in the Acquisition proximately $71 billion and a total transaction value is automatically adjusted pursuant to the Merger of approximately $71 billion. Agreement to take the Distribution into account by multiplying the value of such consideration The acquisition is expected to be accretive to Disney ($38.00) by the Distribution Adjustment Multiple earnings per share before the impact of purchase (1.357190). accounting for the second fiscal year after the close of the transaction, and to yield at least $2 billion in cost Disney is a Dow 30 company and had annual rev- synergies by 2021 from operating efficiencies realized enues of $59.4 billion in its Fiscal Year 2018. For through the combination of businesses. more information about Disney, please visit www. thewaltdisneycompany.com..

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