New York, NY - June 28, 2018 - Twenty-First Century Fox, Inc. ( 21CF ) (NASDAQ: FOXA, FOX) announced that it has set July 27, 2018 as the new date for the special meeting of its stockholders to, among other things, consider and vote on a proposal to adopt the amended merger agreement (the Amended Disney Merger Agreement ) with The Walt Disney Company ( Disney ) and certain of its subsidiaries that was announced on June 20, 2018, which amends and restates the previously announced merger agreement between the Company and Disney. 21CF's board of directors recommends that stockholders vote in favor of the proposal to adopt the Amended Disney Merger Agreement and the other proposals to be voted on at the special meeting.
As announced on May 30, 2018, 21CF established a record date of May 29, 2018 for its special meeting. 21CF had previously set a special meeting date of July 10, 2018, which it determined to postpone to a future date in order to provide stockholders the opportunity to evaluate the terms of Disney's revised proposal reflected in the Amended Disney Merger Agreement and other developments to date.
Under the Amended Disney Merger Agreement, if any event occurs that 21CF determines, after consultation with outside legal counsel, is reasonably likely to require under applicable law the filing or mailing of any supplemental or amended disclosure, 21CF may postpone or adjourn the special meeting of its stockholders to allow reasonable additional time for the filing, mailing, dissemination and review by its stockholders of any such disclosure prior to the special meeting.
About 21st Century Fox
21st Century Fox is one of the world's leading portfolios of cable, broadcast, film, pay TV and satellite assets spanning six continents across the globe. Reaching more than 1.8 billion subscribers in approximately 50 local languages every day, 21st Century Fox is home to a global portfolio of cable and broadcasting networks and properties, including FOX, FX, FXX, FXM, FS1, Fox News Channel, Fox Business Network, FOX Sports, Fox Sports Network, National Geographic Channels, Star India, 28 local television stations in the U.S. and more than 350 international channels; film studio Twentieth Century Fox Film; and television production studios Twentieth Century Fox Television and a 50 per cent ownership interest in Endemol Shine Group. 21st Century Fox also holds approximately 39.1 per cent of the issued shares of Sky, Europe's leading entertainment company, which serves nearly 23 million households across five countries. For more information about 21st Century Fox, please visit www.21CF.com.
Contact:
Nathaniel Brown
(212) 852-7746
nbrown@21CF.com
Important Information About the Transaction and Where to Find It
In connection with the proposed transaction among The Walt Disney Company ( Disney ), Twenty-First Century Fox, Inc. ( 21CF ) and TWDC Holdco 613 Corp. ( New Disney ), New Disney has filed with the Securities and Exchange Commission (the SEC ) a registration statement on Form S-4 (File No. 333-225850) (as amended, the Form S-4 ), which was declared effective by the SEC on June 28, 2018. The Form S-4 includes an updated joint proxy statement of Disney and 21CF and also constitutes a prospectus of New Disney (the updated joint proxy statement/prospectus ). The updated joint proxy statement/prospectus was mailed to the respective stockholders of Disney and 21CF on or about June 28, 2018. This updated joint proxy statement/prospectus replaces the definitive joint proxy statement/prospectus which Disney and 21CF previously filed with the SEC on May 24, 2018 and mailed to their respective stockholders on or about June 1, 2018. 21CF will file with the SEC a registration statement for a newly formed subsidiary ( New Fox ), which is contemplated to own certain assets and businesses of 21CF not being acquired by Disney in connection with the proposed transaction. 21CF, Disney and New Disney may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Form S-4, the updated joint proxy statement/prospectus or the registration statement of New Fox or any other document which 21CF, Disney or New Disney may file with the SEC. INVESTORS AND SECURITY HOLDERS OF 21CF AND DISNEY ARE URGED TO READ THE REGISTRATION STATEMENTS, THE UPDATED JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statements and the updated joint proxy statement/prospectus and, when available, other documents filed with the SEC by 21CF, Disney and New Disney through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of:
21CF Disney
1211 Avenue of Americas c/o Broadridge Corporate Issuer Solutions
New York, NY 10036 P.O. Box 1342
Attention: Investor Relations Brentwood, NY 11717
1 (212) 852 7059 Attention: Disney Shareholder Services
Investor@21CF.com 1 (855) 553 4763
Participants in the Solicitation
21CF, Disney, New Disney and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding 21CF's directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is available in 21CF's Annual Report on Form 10-K for the year ended June 30, 2017 and its proxy statement filed on September 28, 2017, which are filed with the SEC. Information regarding Disney's directors and
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New York, NY - June 28, 2018 - Twenty-First Century Fox, Inc. ( 21CF ) (NASDAQ: FOXA, FOX) announced that it has set July 27, 2018 as the new date for the special meeting of its stockholders to, among other things, consider and vote on a proposal to adopt the amended merger agreement (the Amended Disney Merger Agreement ) with The Walt Disney Company ( Disney ) and certain of its subsidiaries that was announced on June 20, 2018, which amends and restates the previously announced merger agreement between the Company and Disney. 21CF's board of directors recommends that stockholders vote in favor of the proposal to adopt the Amended Disney Merger Agreement and the other proposals to be voted on at the special meeting.
