Walt Disney Company Logo (L), Twenty-First Century Fox Inc. (R)
Walt Disney Co has struck a deal to buy film, television and international businesses from Rupert Murdoch's Twenty-First Century Fox Inc for $52.4 billion in stock as the world's largest entertainment company seeks even greater scale to combat growing digital rivals Netflix Inc and Amazon.com Inc.
The deal brings to a close more than half a century of expansion by Murdoch, 86, who turned a single Australian newspaper he inherited from his father at the age of 21 into one of the world's most important global news and film conglomerates.
Shares of Fox, which have surged 35 percent since talk of the deal surfaced in early November, were slightly lower in premarket trading.
Disney shares also edged lower as investors fretted about dilution from the all-stock deal. Disney said it expects to buy up to $20 billion of its own shares to offset that dilution.
Fox stockholders will receive 0.2745 Disney shares for each share held and will end up owning about a quarter of Disney.
Under the deal, expected to close in 12 to 18 months, Disney acquires 21st Century Fox's film and television studios, its cable entertainment networks and international TV businesses. Those assets include some blockbuster Marvel superhero pictures that Disney did not already own and the "Avatar" and "X-Men" franchises, as well as hit TV shows such as "The Simpsons."
Disney’s global footprint also expands with the acquisition of Fox's international satellite assets, including Star TV network in India and a stake in European pay-TV provider Sky Plc .
The acquisition will give Disney a new pipeline of shows and movies as it battles technology companies spending billions of dollars on programming shown online to siphon audiences away from traditional TV networks.
"This is the right move at the right time as the marriage of these assets creates a much more formidable Disney," said Daniel Ives, an analyst at GBH Insights in a note to clients.
Immediately before the acquisition, Fox will separate the Fox Broadcasting network and stations, Fox News Channel, Fox Business Network, its sports channels FS1, FS2 and the Big Ten Network into a newly listed company that it will spin off to its shareholders.
The "new" Fox is intended to grow and focus on live news and sports, Fox said.
"It is born out of an important lesson I’ve learned in my long career in media: namely, content and news relevant to viewers will always be valuable," 21st Century Fox Executive Chairman Murdoch said in statement.
Disney Chief Executive Bob Iger, 66, will extend his tenure through the end of 2021 to oversee the integration of the Fox businesses. He has already postponed his retirement from Disney three times, saying in March he was committed to leaving the company in July 2019.
"This gives us the ability to marry the great content of Fox with the great content of Disney, it gives us a much larger international footprint, and it enables us to use cutting-edge technology to reach consumers in far more compelling ways," Iger told ABC's "Good Morning America" program.
Iger said new technology would be necessary to meet the demands of viewers who want to access content anytime. Direct-to-consumer service is a top company priority, he added.
Disney will also assume about $13.7 billion of Fox's net debt in the deal.
Through Fox's stake in the Hulu video streaming service, Disney would assume majority control of one of Netflix Inc's main competitors. Hulu is also partially owned by Comcast Corp and Time Warner Inc.