99% of shareholders vote yes

Shareholders of the Walt Disney Co. on Friday voted to issue new shares of the company’s stock in order to acquire assets of 21 Century Fox.

The company said 99% of shareholders voted yes.

21st Century Fox shareholders also approved the transaction, valued at $71 billion.

The deal would give Disney Fox’s U.S. entertainment cable networks, its TV and movie studio business and other assets, including Fox’s stake in Hulu.

Disney was able to complete the acquisition of the Fox assets after Comcast dropped out of the bidding.

The remainder of 21st Century Fox’s assets will be held by what is being referred to as New Fox. It includes Fox Broadcasting, Fox Sports and Fox News.

“Combining the 21CF businesses with Disney and establishing new ‘Fox’ will unlock significant value for our shareholders,” said Rupert Murdoch, Executive Chairman, 21st Century Fox. “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.”

“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 Disney CEO  Bob Iger. “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.”

Under the merger agreement, 21st Century Fox stockholders may elect to receive $38 per share in either cash or shares of New Disney, a new holding company that will become the parent of both Disney and 21st Century Fox (the consideration may be subject to adjustment for certain tax liabilities). 

The overall mix of consideration paid to 21st Century Fox stockholders will be approximately 50% cash and 50% stock. 

 Disney expects to pay a total of about $35.7 billion in cash and issue approximately 343 million New Disney shares to 21st Century Fox stockholders. As a result, current 21st Century Fox stockholders will own a 17-20% stake in New Disney on a pro forma basis.