21st Century Fox was formed by the splitting of entertainment and media properties from
News Corporation
. In February 2012,
Natalie Ravitz
accepted a position to become Rupert Murdoch's Chief of Staff at News Corporation.
[6]
News Corporation's board approved the split on May 24, 2013, while shareholders approved the split on June 11, 2013;
[7]
the company completed the split on June 28 and formally started trading on
NASDAQ
on July 1.
[8]
[9]
[10]
Plans for the split were originally announced on June 28, 2012, while additional details and the
working name
of the new company were unveiled on December 3, 2012.
[11]
[12]
[13]
Murdoch stated that performing this split would "unlock the true value of both companies and their distinct assets, enabling investors to benefit from the separate strategic opportunities resulting from more focused management of each division." The move also came in the wake of
a series of scandals
that had damaged the reputation of the company's
publishing operations in the United Kingdom
.
[9]
[11]
The split was structured so that the old News Corporation would change its name to 21st Century Fox and spin-off its publishing assets into a "new" News Corporation.
[10]
[14]
[15]
While the company was originally announced as the
Fox Group
, on April 16, 2013, Murdoch announced the new name as a way to leverage the already established
20th Century Fox
brand name. Its logo was officially unveiled on May 9, 2013, featuring a modernized version of the iconic Fox
searchlights
designed by
Pentagram
.
[16]
[17]
However, the 21st Century Fox brand does not extend to the existing 20th Century Fox division (which remains under its original name).
[18]
The formation of 21st Century Fox was officially finalized on June 28, 2013. It formally began trading on NASDAQ and the
Australian Securities Exchange
on July 1, 2013, with its executives including
Rupert Murdoch
being
chairman
and
chief executive officer
(CEO) of the company, while
Chase Carey
took the posts of
president
and
chief operating officer
, with Co-chairman and Co-CEO positions were created in 2014 and later filled by Lachlan Murdoch and James Murdoch, respectively, both sons of Rupert Murdoch.
[19]
[20]
[21]
[22]
On January 8, 2014, Rupert Murdoch announced plans to delist 21st Century Fox's shares from the Australian Securities Exchange, in favor of solely trading on the NASDAQ. Its listing in Australia was a holdover from its period as News Corporation, and 21st Century Fox has relatively little presence in Australia, unlike News Corp. Murdoch stated that the changes, which were expected to be complete by June 2014, would "simplify the capital and operating structure" of 21st Century Fox and provide "improved liquidity" to shareholders.
[22]
[23]
Also that month, the company acquired a majority ownership in
YES Network
, a New York
regional sports network
founded by the
New York Yankees
.
[24]
In June 2014, 21st Century Fox made a bid to acquire
Time Warner
, which had similarly spun off its
publishing assets
, for $80 billion in a cash and stock deal. The deal, which was rejected by Time Warner's board of directors in July 2014, would have also involved the sale of
CNN
to ease
antitrust
issues.
[25]
On August 5, 2014, 21st Century Fox announced it had withdrawn its bid for Time Warner.
[26]
The company's stock had fallen sharply since the bid was announced, prompting directors to announce 21st Century Fox would buy back $6 billion of its shares over the following 12 months.
[27]
On July 25, 2014, 21st Century Fox announced the sale of
Sky Italia
and
Sky Deutschland
to
BSkyB
for $9 billion, subject to regulatory and shareholder approval.
[28]
Fox would use the money from the sale, along with $25 billion it received from
Goldman Sachs
, to attempt another bid for Time Warner.
[29]
In December 2014, Fox-owned television studio
Shine Group
merged with
Apollo Global Management
's
Endemol
and
Core Media Group
to form
Endemol Shine Group
, which was jointly owned by 21st Century Fox and Apollo.
[30]
On July 1, 2015, Lachlan Murdoch was elevated to Co-Executive Chairman alongside his father and James Murdoch replaced his father as CEO of the company.
[31]
Former COO Chase Carey became Executive Vice-chairman.
[32]
On September 9, 2015, 21st Century Fox announced a for-profit joint venture with the
National Geographic Society
, which called
National Geographic Partners
, which took ownership of all of National Geographic media and consumer businesses, including
National Geographic
magazine, and the
National Geographic-branded television channels
that were already run as a joint venture with Fox. 21st Century Fox holds a 73% stake in the company.
[33]
[34]
On December 9, 2016, 21st Century Fox announced it had made an offer to acquire the 61% share of
Sky plc
that it did not already own.
[35]
[36]
[37]
The company was valued at £18.5 billion. The deal was approved by the
European Commission
on April 7, 2017,
[38]
followed by Ireland's
Minister for Communications, Climate Action and Environment
on June 27.
[39]
However, the deal has become subject to scrutiny and an extended regulatory review in the United Kingdom, over concerns surrounding the plurality of British news media that will be owned by the Murdoch family post-merger (counting
Sky News
, as well as News Corp's newspapers and recent acquisition of radio station operator
Wireless Group
), and violations of British news broadcasting regulations connected to Sky's former carriage of Fox News Channel in the country.
[40]
[41]
[42]
[43]
However, a bidding war ensued over the company; in September 2018,
Comcast
won a regulator-mandated auction with a bid of £17.28 per-share.
[44]
[45]
[46]
On September 26, 2018, 21st Century Fox subsequently announced its intent to sell all of its shares in Sky plc to Comcast for £12 billion.
[47]
[48]
On October 4, 2018, 21st Century Fox completed the sale of their stake to Comcast, giving the latter a 76.8% controlling stake.
[49]
The
Kingdom Holding Company
, owned by Prince
Al-Waleed bin Talal
, sold its minority stake in 21st Century Fox during the fiscal quarter ending September 2017. It previously held a 6% stake, which had been reduced to around 5% in 2015. The valuation of the shares, or who they were sold to, is unknown; Al-Waleed was the company's largest single shareholder behind the Murdoch family. The sale was reported after Al-Waleed was arrested in early-November 2017 as part of an
anti-corruption probe
by the Saudi government.
[50]
On December 14, 2017, after rumors of such a sale,
The Walt Disney Company
began its acquisition of 21st Century Fox for $52.4 billion after the
spin-off
of certain businesses, pending regulatory approval.
[51]
[52]
[53]
21st Century Fox president Peter Rice stated that he expected the sale to be completed by mid-2019.
[54]
Under the terms of the deal, 21st Century Fox spun off an entity that was initially being referred to as "New Fox", consisting of the
Fox Broadcasting Company
,
Fox News
,
Fox Business Network
, and the national operations of
Fox Sports
(such as
Fox Sports 1
,
Fox Sports 2
, and
Big Ten Network
, but excluding
its regional sports networks
), and Disney acquired the remainder of 21st Century Fox.
[51]
This included key entertainment assets such as the 20th Century Fox film studio and its subsidiaries; a stake in
Hulu
; the U.S. pay television subsidiaries
FX Networks
, Fox Sports Networks and National Geographic Partners; and international operations of Fox Networks Group as well as Star India. The acquisition was primarily intended to bolster two
over-the-top content
endeavors?
ESPN+
and
Disney+
.
[55]
[56]
Disney will lease the 20th Century Fox
backlot
in
Century City, Los Angeles
for seven years.
[57]
The proposed transaction raised
antitrust
issues, due to concerns that it could have led to a tangible loss in competition in the film and sports broadcasting industries.
[58]
[59]
Several legal experts and industry analysts expressed the opinion that the transaction was likely to receive regulatory approval, but would be scrutinized by regulators.
[59]
[60]
In February 2018, the
Wall Street Journal
reported that Comcast, the owner of
NBCUniversal
, was considering a counter-offer. Despite initially bidding $60 billion earlier, Fox had rejected Comcast's offer due to the possibility of antitrust concerns.
[61]
[62]
[63]
On May 5, 2018, it was reported that Comcast was preparing to make an unsolicited, all-cash counteroffer to acquire the 21st Century Fox's assets Disney has offered to purchase, contingent on the outcome of an antitrust lawsuit
AT&T
's acquisition of
Time Warner
.
[64]
[65]
[66]
[67]
Comcast confirmed on May 23, 2018, that it was "considering, and is in advanced stages of preparing, an offer for the businesses that Fox has agreed to sell to Disney."
[68]
A shareholder vote on the sale was scheduled for special shareholder meetings by Fox and Disney on July 10, 2018, at the
New York Hilton Midtown
and
New Amsterdam Theatre
respectively, although Fox warned that it might "postpone or adjourn" the meeting if Comcast were to follow through with its intent to make a counter-offer. It was also reported that Disney was preparing an all-cash offer of its own to counter Comcast's bid.
[69]
[70]
[71]
On June 13, 2018, the day after AT&T was given an approval to merge with Time Warner, Comcast officially announced a $65 billion counter-offer to acquire the 21st Century Fox's assets Disney had offered to purchase.
[72]
However, on June 20, 2018, Disney agreed to increase its bid to a $71.3 billion cash-and-stock offer.
[73]
[74]
Fox agreed to the new offer.
[75]
The proposed purchase was given antitrust approval by the
Department of Justice
on June 27, 2018, under the condition that Disney divest all of Fox's regional sports networks. The networks could either be divested to third-parties, or retained by "New Fox".
[76]
On July 19, 2018, Comcast announced it was dropping its bid for Fox in order to focus on its bid for Sky. On July 27, 2018, it was reported that Fox and Disney shareholders had "overwhelmingly" approved the proposed purchase. The acquisition was expected to be completed by late January 2019, after remaining regulatory approvals are granted in China and the
European Union
.
[77]
[78]
[79]
In October 2018, it was reported that the new, post-merger organizational structure of "New Fox" would be implemented by January 1, 2019, ahead of the closure of the Disney sale (which was still expected to occur within the early of March).
[80]
On November 6, 2018, the European Commission approved the sale, pursuant to the divestment of
A&E Networks
properties in Europe deemed to overlap with those of Fox.
[81]
At a shareholders' meeting the following week, it was revealed that the new company would simply be known as "Fox".
[82]
On November 19, 2018, the deal was approved unconditionally by Chinese regulators.
[83]
On January 7, 2019, 21st Century Fox filed the
registration statement
for "New Fox", under the name
Fox Corporation
, with the
U.S. Securities and Exchange Commission
.
[84]
In an SEC filing, Fox stated that it did not intend to bid for its former regional sports networks.
[85]
In February 2019, it was reported by
Bloomberg
that Disney had planned to divest the international Fox Sports operations in
Brazil
and
Latin America
to secure antitrust clearance in Brazil and Mexico, as they both compete with
ESPN International
properties in their respective regions.
[86]
On February 27, 2019, the sale was approved by Brazil's
Administrative Council for Economic Defense
(CADE), with Disney having agreed to the expected divestiture of Fox Sports Latin America. CADE coordinated with regulators in Mexico and Chile in evaluating the transaction. Mexico approved the sale on March 12, 2019, with similar concessions.
[87]
Clearance in Brazil and Mexico was reported to be the last major hurdles for the sale.
[88]
On March 12, 2019, Disney officially announced that the sale would be completed on March 20, 2019.
[89]
On March 19, 2019, the spin-off of 21st Century Fox into Fox Corporation was completed in preparation for final consummation of the sale.
[90]
[91]
On the next day, the sale was completed.
[92]
Under the terms of acquisition, Disney will phase-out Fox brand usage by 2024.
[93]