迪士尼将以 524 亿美元收购二十一世纪

交易范围包括 21 世纪福克斯公司的电影和电视工作室、有线娱乐网络和国际电视业务。增加 21 世纪福克斯公司在美洲、欧洲和亚洲的娱乐内容和能力，扩大迪士尼的直接面向消费者的产品； Hulu 股份成为控股权益。

华特迪士尼公司和二十一世纪福克斯今天宣布，他们已就迪士尼以约 524 亿美元的股票（可能会调整）收购 21 世纪福克斯公司（包括二十世纪福克斯电影电视工作室以及有线电视和国际电视业务）达成最终协议。基于迪士尼提供最高品质品牌娱乐的承诺，收购这些互补资产将使迪士尼能够创造更具吸引力的内容，与世界各地的消费者建立更直接的关系，并为消费者提供更有吸引力的娱乐体验，无论他们选择何地、以何种方式。在收购之前，21世纪福克斯将把福克斯广播网络和电视台、福克斯新闻频道、福克斯商业网络、FS1、FS2和十大网络分离成一家新上市公司，该公司将分拆给其股东。

根据协议条款，21 世纪福克斯股东所持有的每股 21 世纪福克斯股票将获得 0.2745 股迪士尼股票（需根据下文所述的某些纳税义务进行调整）。兑换比率是根据迪士尼股票30天成交量加权平均价格确定的。迪士尼还将承担 21 世纪福克斯公司约 137 亿美元的净债务。此次收购价格意味着迪士尼将收购的业务的股权总价值约为 524 亿美元，交易总价值约为 661 亿美元（每种情况均基于假定不进行调整的规定汇率），其中包括合并资产以及多项股权投资。

Combining with Disney are 21st Century Fox’s critically acclaimed film production businesses, including Twentieth Century Fox, Fox Searchlight Pictures and Fox 2000, which together offer diverse and compelling storytelling businesses and are the homes of Avatar, X-Men, Fantastic Four and Deadpool, as well as The Grand Budapest Hotel, Hidden Figures, Gone Girl, The Shape of Water and The Martian—and its storied television creative units, Twentieth Century Fox Television, FX Productions and Fox21, which have brought The Americans, This Is Us, Modern Family, The Simpsons and so many more hit TV series to viewers across the globe. Disney will also acquire FX Networks, National Geographic Partners, Fox Sports Regional Networks, Fox Networks Group International, Star India and Fox’s interests in Hulu, Sky plc, Tata Sky and Endemol Shine Group.

The acquisition will enable Disney to accelerate its use of innovative technologies, including its BAMTECH platform, to create more ways for its storytellers to entertain and connect directly with audiences while providing more choices for how they consume content. The complementary offerings of each company enhance Disney’s development of films, television programming and related products to provide consumers with a more enjoyable and immersive entertainment experience.

Bringing on board 21st Century Fox’s entertainment content and capabilities, along with its broad international footprint and a world-class team of managers and storytellers, will allow Disney to further its efforts to provide a more compelling entertainment experience through its direct-to-consumer (DTC) offerings. This transaction will enable Disney’s recently announced Disney and ESPN-branded DTC offerings, as well as Hulu, to create more appealing and engaging experiences, delivering content, entertainment and sports to consumers around the world wherever and however they want to enjoy it.

The agreement also provides Disney with the opportunity to reunite the X-Men, Fantastic Four and Deadpool with the Marvel family under one roof and create richer, more complex worlds of inter-related characters and stories that audiences have shown they love. The addition of Avatar to its family of films also promises expanded opportunities for consumers to watch and experience storytelling within these extraordinary fantasy worlds. Already, guests at Disney’s Animal Kingdom Park at Walt Disney World Resort can experience the magic of Pandora—The World of Avatar, a new land inspired by the Fox film franchise that opened earlier this year. And through the incredible storytelling of National Geographic—whose mission is to explore and protect our planet and inspire new generations through education initiatives and resources—Disney will be able to offer more ways than ever before to bring kids and families the world and all that is in it.

Enhancing Disney’s Worldwide Offerings

Adding 21st Century Fox’s premier international properties enhances Disney’s position as a truly global entertainment company with authentic local production and consumer services across high-growth regions, including a richer array of local, national and global sporting events that ESPN can make available to fans around the world. The transaction boosts Disney’s international revenue mix and exposure.

Disney’s international reach would greatly expand through the addition of Sky, which serves nearly 23 million households in the UK, Ireland, Germany, Austria and Italy; Fox Networks International, with more than 350 channels in 170 countries; and Star India, which operates 69 channels reaching 720 million viewers a month across India and more than 100 other countries.

Prior to the close of the transaction, it is anticipated that 21st Century Fox will seek to complete its planned acquisition of the 61% of Sky it doesn’t already own. Sky is one of Europe’s most successful pay television and creative enterprises with innovative and high-quality direct-to-consumer platforms, resonant brands and a strong and respected leadership team. 21st Century Fox remains fully committed to completing the current Sky offer and anticipates that, subject to the necessary regulatory consents, the transaction will close by June 30, 2018. Assuming 21st Century Fox completes its acquisition of Sky prior to closing of the transaction, The Walt Disney Company would assume full ownership of Sky, including the assumption of its outstanding debt, upon closing.