Updated from 9:31 a.m. ET with additional information.
Ending weeks of speculation about the fate of the Murdoch family's media empire, Twenty-First Century Fox Inc. (FOXA) - Get Report said it is selling a bundle of entertainment assets to Walt Disney Co. (DIS) - Get Report for $52.4 billion in equity. Disney will also take on $13.7 billion in Fox debt.
Disney Chairman and CEO Bob Iger told investors that "transforming technology and evolving consumer expectations" drove the acquisition.
Share of Fox were up 2.3% to $33.51 in late morning trading on Thursday, while Disney shares were up 0.1% to $107.73. Since the early November reports of talks with Disney emerged, Fox's stock has increased more than 33%.
Disney is buying Fox's Twentieth Century Fox film and TV studios and related assets; cable networks including FX Networks, Fox Sports Regional Networks; Fox's international networks; Indian satellite TV group Star India; and stakes in National Geographic Partners, Hulu LLC, UK satellite TV group Sky and other assets.
Iger outlined three strategic priority the purchase addresses.
First is acquiring content for Disney's intellectual property machine that stretches from movie screens to theme parks. Disney will gain film rights to the X-Men, Dead Pool and Fantastic Four movie franchises. Even though the stories were created by Disney's Marvel, Fox has had rights to the films through a longstanding agreement.
Disney also gains control of Avatar, the highest grossing movie in history. The company already has a World of Avatar attraction in Florida, and will now own the underlying intellectual property. Disney also gains Fox programs This is Us, Modern Family and Homeland.
The second is international expansion. Fox is buying the shares of European satellite TV operator Sky, which serves 23 million households. Fox has 350 international channels and its Star satellite TV service in India reaches 720 million viewers.
Third is technology to accelerate Disney's direct-to-consumer efforts. "We believe a direct consumer relationship is vital to the future of our media business and its our highest priority," Iger said. Fox's international properties provide a platform for Disney.
Post-merger Fox will retain Fox News Channel; Fox Business Network; Foxs Sports and other sports networks; a group of TV stations; the company's L.A. film studio lot and a stake in Roku.
The sale marks an abrupt shift for CEO James Murdoch and Chairman Lachlan Murdoch, who have been expanding overseas.
For the last year, Fox has been working to acquire the 61% it does not own in European satellite TV company Sky Plc for $15 billion. UK regulators have held up the deal, however, which Fox initially expected to close the deal this year. The company now says it will close on Sky in the first half of 2018.
Fox has a global content distribution network that would appeal to Disney. In addition to Sky, which operates in the UK, Ireland, Germany, Austria and Italy, Fox owns Indian satellite TV group Star India Private Ltd.
While Disney lacks an international content distribution network, it has a global brand thanks in large part to the theme parks that promote its movie franchises. Barring objections from regulators, Disney could use Sky and Star to beam its film and television deeper into overseas markets.
While Fox has had a strong run over the last month, the stock price is about where it was when Fox launched a hostile bid for Time Warner back in July 2014.
At the time, Murdoch proposed creating a media group of massive scale and global reach, but could not win over Time Warner's board. Rupert Murdoch stepped down in 2015, with James becoming CEO and Lachlan Executive Chairman.
Fox launched its bid for Sky in December 2016, suggesting that James and Lachlan shared their father's global ambitions. Today's deal suggests otherwise.
In his Real Money column Wednesday, Jim Cramer wrote he thinks this deal gives Disney the scale it needs. "I think that this is a terrific deal because they will have a hammerlock on sports programming with ESPN and Fox regional sports, perfect for its [technology subsidiary] BAMtech acquisition. Disney will have plenty of potential programming that's not used. And it has an instrument, BAMTech, to broadcast it throughout the world," Cramer wrote.
"It's offensive in that Disney will not be left out. You can see their programming regardless of the device so this whole cord cutting conversation ends. Eyeballs are going to go somewhere. Disney has to be wherever they go. And it's defensive. [Disney is] getting scale rapidly. Now, this transaction also gives Disney tremendous optionality," Cramer wrote. Shares of Disney are up only 3.4% this year compared to the 19% gain for the S&P 500.
For more on Cramer's insights, get a free trial subscription to Real Money.
The next question is what happens with the remains of Fox. The Murdochs could merge the business with News Corp. (NWSA) - Get Report , the publishing business that Rupert broke off from the film and television business in 2013. The family could also take Fox private or look for another buyer.
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