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.