Fox Confirms Time Warner Approach

NEW YORK (The Deal) -- Rupert Murdoch's 21st Century Fox  (FOXA) has not sat idly as pay-TV system operators have moved to consolidate.

Fox confirmed Wednesday it made a formal merger bid for Time Warner (TWX) in June. If recent events in the pay-TV sector serve as a guide, the pursuit of Time Warner by Fox and others may continue.

"The Time Warner board of directors declined to pursue our proposal," a Fox statement read. "We are not currently in any discussions with Time Warner."

The offer included a combination of 1.531 of Twenty-First Century Fox Class A shares and $32.42 in cash. Based on Tuesday's close, the value would be about $86.30 per share, or about $80 billion in total.

Time Warner said Wednesday that it had questions about the value of Fox's stock and about the strategic and regulatory risk that the deal would carry.

The bid came as Time Warner spun off its Time (TIME) publishing arm, which closed on June 6. The spin off of the magazine group would make Time Warner's collection of film and TV assets a neater fit for Fox. Murdoch's film and TV group made a similar break with publishing a year ago, spinning off its News (NWS) division.

Fox made its move following a series of aggressive deals among the companies that buy cable TV programming.

Charter Communications (CHTR) launched a $60 billion hostile offer for Time Warner Cable (TWC) in January. Charter Communications Inc. prevailed with a $67 billion buyout of Time Warner Cable in February. Comcast (CMCSA) agreed to sell and swap networks with Charter in a $21.6 billion deal announced in April. AT&T (T) agreed to buy DirecTV for $67 billion acquisition in May.

Wells Fargo Securities analyst Marci Ryvicker suggested that based on the recent history in pay-TV, including the hostile bids for Time Warner Cable, the Time Warner story may not be over. "We wouldn't be surprised should [Fox] come in with a different offer (either in price or in structure ­or both)," she wrote. "Or perhaps other companies start to view [Time Warner] as a potential take­over target (whether these companies are 'incumbents' or 'new entrants' into the television ecosystem)."

Citigroup Global Markets is the financial adviser to Time Warner, which retained Cravath, Swaine & Moore for legal counsel.

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