Cleary Gottlieb represented The Walt Disney Co. (TWDC) in obtaining approval from the European Commission for its $71.3 billion acquisition of certain 21st Century Fox assets, including 21st Century Fox’s film and television studios and cable and international TV businesses.
The acquisition is one of the largest media transactions of all time.
The commission announced Phase 1 approval of the transaction on November 6, 2018. The commission’s approval was conditional on TWDC committing to divest its interests in Europe in the History, H2, and Crime+Investigation channels. These channels are currently controlled by A&E Television Networks LLC (A&E), which is a joint venture between TWDC and Hearst Communications. TWDC will continue to be a 50 percent owner of A&E, apart from the companies operating these channels in Europe.
The transaction was originally announced on December 14, 2017, and amended on June 20, 2018, after TWDC increased its offer. It is expected to close following satisfaction of the remaining closing conditions, including shareholder approvals and certain ex-EU regulatory approvals.
Prior to completing the transaction, 21st Century Fox will spin off certain businesses to its shareholders, including the Fox Broadcasting network, Fox’s owned-and-operated television stations, Fox News, Fox Business, FS1, FS2, and the Big Ten Network.