Case Page

 

Case Status:    ONGOING    
On or around 07/09/2018 (Ongoing date of last review)

Filing Date: July 06, 2018

Twenty-First Century Fox, Inc. ("21CF" or the "Company") 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, 21CF 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 % ownership interest in Endemol Shine Group. The Company also holds approximately 39.1% of the issued shares of Sky plc (“Sky”), Europe’s leading entertainment company, which serves nearly 23 million households across five countries.

On June 20, 2018, 21CF and The Walt Disney Company ("Disney") issued a joint press release announcing they had entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”). Under the terms of the Merger Agreement, stockholders of 21CF will receive $38 per share, with the election to receive their consideration, on a value equalized basis, in the form of cash or stock, subject to 50/50 proration and further subject to adjustment for certain tax liabilities (the “Merger Consideration”). The Proposed Transaction is valued at $71.3 billion in cash and stock. Following the completion of the Proposed Transaction, assuming the tax adjustment amount is zero, 21CF stockholders will own approximately 17-20% and Disney stockholders will own approximately 80-83% of the combined company.

On June 28, 2018, 21CF filed a Schedule 14A Definitive Proxy Statement (the “Proxy Statement”) with the SEC. The Complaint alleges that the Proxy Statement, which recommends that 21CF stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) 21CF’s financial projections, including the financial projections relied upon by 21CF’s financial advisors, Goldman Sachs & Co. LLC (“Goldman”) and Centerview Partners LLC (“Centerview”), in their financial analyses; (ii) the data and inputs underlying the financial valuation analyses that support the fairness opinions provided by Goldman and Centerview; and (iii) Goldman’s potential conflicts of interest. The failure to adequately disclose such material information constitutes a violation of Sections 14(a) and 20(a) of the Exchange Act as 21CF stockholders need such information in order to make a fully-informed voting or appraisal decision in connection with the Proposed Transaction.

COMPANY INFORMATION:

Sector: Services
Industry: Broadcasting & Cable TV
Headquarters: United States

SECURITIES INFORMATION:

Ticker Symbol: FOX
Company Market: NASDAQ
Market Status: Public (Listed)

About the Company & Securities Data


"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.

In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: D. Delaware
DOCKET #: 18-CV-01007
JUDGE:
DATE FILED: 07/06/2018
CLASS PERIOD START: 06/20/2018
CLASS PERIOD END: 07/06/2018
PLAINTIFF FIRMS NAMED IN COMPLAINT:
  1. O'Kelly Ernst & Joyce, LLC
    901 N. Market Street, Suite 1000, O'Kelly Ernst & Joyce, LLC, DE
    ·
  2. WeissLaw LLP
    551 Fifth Avenue, Suite 1600, WeissLaw LLP, NY 10176
    212.682.3025 212.682-3010 · info@wllawny.com
No Document Title Filing Date