
EARNINGS RELEASE FOR THE YEAR AND QUARTER ENDED JUNE 30, 2018
OTHER ITEMS
Dividends
The Company has declared a dividend of $0.18 per Class A and Class B share. This dividend is payable on October 17, 2018 with a record date for determining dividend entitlements of September 12, 2018.
Acquisition by Disney and Creation of New “Fox”
On June 20, 2018, the Company entered into an amended and restated merger agreement (the “Disney Merger Agreement”) with The Walt Disney Company (NYSE: DIS) pursuant to which Disney has agreed to acquire, for a price of $38 per Company share, the Company, including the Twentieth Century Fox Film and Television studios and certain cable and international television businesses. Prior to the acquisition by Disney, the Company will separate the Fox Broadcasting Company, Fox Television Stations, Fox News Channel, Fox Business Network, FS1, FS2, Big Ten Network and certain other assets and liabilities into a newly formed subsidiary (“New Fox”) and distribute all of the issued and outstanding common stock of New Fox to the Company’s stockholders on a pro rata basis. The closing of the transactions contemplated by the Disney Merger Agreement are subject to the satisfaction of certain conditions, including, among others, regulatory approvals and the receipt of certain tax opinions with respect to the treatment of the transaction under U.S. and Australian tax laws. On June 27, 2018, the Antitrust Division of the United States Department of Justice cleared the pending acquisition of the Company by Disney.
On July 27, 2018 at a special meeting of the Company’s stockholders, the Company’s stockholders approved the Disney Merger Agreement and approved the other proposals voted on at the special meeting.
Pending Acquisition of the Remaining Shares of Sky
On July 11, 2018, the Company increased itspre-conditional cash offer to an offer price of £14.00 per Sky share for the entire issued and to be issued share capital of Sky which the Company does not already own. On July 11, 2018, Comcast Corporation announced an increased recommended cash offer at a price of £14.75 per Sky share for the entire issued and to be issued share capital of Sky and on July 13, 2018, Comcast Corporation posted an offer document to Sky shareholders in connection with that increased recommended cash offer.
On July 12, 2018, the Company received approval by the Secretary of State for Digital, Culture, Media and Sport in the United Kingdom for the proposed acquisition by the Company for the fully diluted share capital of Sky which the Company and its Affiliates do not already own, subject to undertakings accepted under paragraph 9 of Schedule 2 of the Enterprise Act 2002 (Protection of Legitimate Interest) Order 2003. At that time, the Company announced that it has, with the written consent of the Independent Committee of Sky, waived the element of thepre-condition concerning approval of the UK Secretary of State which required the expiry of the time limit within which an application to the Competition Appeal Tribunal may be made. As a result, all of thepre-conditions in relation to the Company’s offer for Sky have been satisfied or waived.
On August 7, 2018, the Company posted an offer document to Sky shareholders in connection with the £14.00 per Sky share cash offer made on July 11, 2018 and announced that it intends to implement the Sky Acquisition by way of a takeover offer within the meaning of Part 28 of the Companies Act 2006 (the “Act”) rather than by means of a scheme of arrangement in accordance with Part 26 of the Act, which was the proposed structure of the Sky Acquisition prior to the announcement on August 7, 2018. The Company remains committed to its cash offer for the shares of Sky which the Company does not already own and is currently considering its options. The Company has noted that the deadline for publication of any revised offer document in respect of its cash offer is September 22, 2018.
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