Comcast Confirms Plans to Outbid Disney for Fox's Assets With 'Superior' All-Cash Offer

Last December, The Walt Disney Company outlined plans to acquire 21st Century Fox and a collection of its subsidiaries for $52.4 billion in stock. Those plans have been under regulatory scrutiny for months and have yet to be finalized, and now Comcast has confirmed it is in "advanced stages" of sending Fox a "superior" all-cash offer in hopes of besting Disney's all-share offer (via Bloomberg).

Previous reports about Comcast's potential bid also referenced an all-cash deal, and put an estimate above Disney's to as much as $60 billion in cash from Comcast for the designated Fox assets. Comcast's press release today does not disclose an offer amount, but the company says the structure and terms of any offer would be "at least as favorable to Fox shareholders as the Disney offer."

Comcast says that its work to finance the offer for some of Fox's assets is "well advanced," and the company has already prepared to file key regulatory statements. Of course, no final decision has yet been made, but analyst Daniel Ives notes that, "If Comcast won these assets from the arms of Disney, it would be a devastating blow to [Disney CEO] Bob Iger."

In view of the recent filings with the U.S. Securities and Exchange Commission by The Walt Disney Company (“Disney”) and Twenty-First Century Fox, Inc. (“Fox”) in preparation for their upcoming shareholder meetings to consider the acquisition of Fox by Disney, Comcast Corporation (“Comcast”) confirms that it is considering, and is in advanced stages of preparing, an offer for the businesses that Fox has agreed to sell to Disney (which do not include the Fox News Channel, Fox Business Network, Fox Broadcasting Company and certain other assets).

Any offer for Fox would be all-cash and at a premium to the value of the current all-share offer from Disney. The structure and terms of any offer by Comcast, including with respect to both the spin-off of “New Fox” and the regulatory risk provisions and the related termination fee, would be at least as favorable to Fox shareholders as the Disney offer.

As of now, recent reports have stated that the Comcast/Fox offer's final fate may rely on the government's decision regarding AT&T's acquisition of Time Warner. Similar to AT&T owning DirecTV, Comcast owns NBCUniversal, and both companies are looking into purchasing large TV programming entities.

Because of this, it's believed Comcast will take a wait-and-see approach, and if a U.S. judge rules against AT&T on antitrust grounds in a trial coming next month, Comcast is expected to back off of Fox's assets. If AT&T wins the case and Comcast moves forward with a bid, Bloomberg Intelligence analyst Paul Sweeney says the Disney vs. Comcast bidding war would be intense: "Disney is likely to put up quite a fight."

Disney and Comcast are looking at Fox's entertainment assets in hopes of expanding their reach outside of the United States, as well as stocking their streaming back catalogs with a quick rush of content. Movie assets that either company could gain from 21st Century Fox include Fox Searchlight Pictures and Fox 2000, homes of movies like Avatar, X-Men, Fantastic Four, Deadpool, The Grand Budapest Hotel, The Shape of Water, and Gone Girl.

For TV shows, Fox's TV production companies include Twentieth Century Fox Television, as well as FX Productions and Fox21, which bring viewers shows like The Simpsons, This Is Us, and The Americans. Notably, the winning bidder would gain Fox's 30 percent stake in Hulu, and if Disney acquires the company it would become a majority shareholder of the streaming service.