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Disney, 21st Century Fox Shareholders Vote to Approve $71.3 Billion Merger

Shareholders of 21st Century Fox and Disney have voted to approve Disney’s $71.3 billion buyout of major Fox assets.

Shareholders gathered Friday morning at the New York Hilton for separate meetings to vote on the historic transaction that the companies first set back in December. Both meetings were brief, lasting less than 15 minutes.

Gerson Zweifach, general counsel of 21st Century Fox, told Fox shareholders the merger is expected to be completed in the first half of 2019. He hailed the deal as a transformative transaction that will enable us to unlock significant value for our stockholders.” 

The Disney gathering was short and perfunctory. Led by Disney general counsel Alan Braverman and CFO Christine McCarthy, the vote took less than 10 minutes and received near unanimous approval from Disney shareholders.

During the discussion preceding the vote, only one shareholder — who identified himself as an economics professor at Duquesne University — protested, simply saying “I think we are overpaying for Fox.” Another asked if Disney had plans to move its headquarters outside of Burbank, Calif.

At the Fox meeting, a male shareholder came to the microphone to pay tribute to Fox’s Rupert Murdoch and his legacy in the media biz. “Nobody does it like Rupert Murdoch,” he said. “I love Rupert Murdoch.”

Fox’s meeting was held in a small room with about 50 people in attendance, reflecting the large ownership stakes held by the Murdoch family and fewer individual investors. Disney, meanwhile, held its meeting in one of the hotel’s ballrooms, reflecting the broader interest in the company among the general public.

The shareholder vote seals the deal for Disney after it prevailed in a tussle with Comcast over bids for the 21st Century Fox assets, which include the 20th Century Fox studio, FX Networks, National Geographic Partners, and other entertainment assets. After the sale, Rupert Murdoch and Lachlan Murdoch will head the company now dubbed New Fox, which will comprise Fox Broadcasting Co. and Fox’s TV station group, Fox Sports and Fox News.

Disney and Fox first reached a buyout agreement for $52.4 billion in December. Comcast had been in the running last fall but the Fox board opted for Disney as the better fit for most of Murdoch’s Hollywood empire. The shareholder vote was originally set for July 10 but had to be postponed after Comcast unveiled its $65 billion all-cash offer on June 13. Disney responded a week later with a sweetened offer featuring a mix of cash and stock.

Neither Disney chairman-CEO Bob Iger or Murdoch attended the meeting. Zweifach told Fox shareholders that the date change for the meeting created scheduling conflicts for numerous Fox board members.

Disney has already received the greenlight from the Justice Department for the purchase, on the condition that it sell off Fox’s 22 regional sports networks within 90 days of closing. Disney still needs to secure a handful of approvals from foreign governments.

“Combining the 21CF businesses with Disney and establishing new ‘Fox’ will unlock significant value for our shareholders,” said Murdoch in a statement. “We are grateful to our shareholders for approving this transaction. I want to thank all of our executives and colleagues for their enormous contributions in building 21st Century Fox over the past decades. With their help, we expect the enlarged Disney and new ‘Fox’ companies will be pre-eminent in the entertainment and media industries.” Iger echoed Murdoch’s sentiment in a statement.

“We’re incredibly pleased that shareholders of both companies have granted approval for us to move forward, and are confident in our ability to create significant long-term value through this acquisition of Fox’s premier assets,” said Iger said. “We remain grateful to Rupert Murdoch and to the rest of the 21st Century Fox board for entrusting us with the future of these extraordinary businesses, and look forward to welcoming 21st Century Fox’s stellar talent to Disney and ultimately integrating our businesses to provide consumers around the world with more appealing content and entertainment options.”

Brian Steinberg contributed to this report.

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