Disney is "close to winning U.S. antitrust approval" for its $71.3B deal for Fox' entertainment assets, and the Justice Department is "set to approve the deal in as soon as two weeks," according to a source cited by David McLaughlin of BLOOMBERG NEWS. Disney and Fox "agreed in the merger agreement to sell assets including" the Fox RSNs changing hands (BLOOMBERG NEWS, 6/20). However, Greycroft analyst Ellie Wheeler said whichever company wins the Fox deal "will take all of the assets." Wheeler: "There’s been some conversation around, ‘Are they going to split up different pieces,’ but that diminishes the overall force of what they can do" ("Squawk Alley," CNBC, 6/20).
TOE-TO-TOE: In Philadelphia, Bob Fernandez writes Disney upping its bid by 36% over the offer from December shows the company is "going for a 'kick-out punch'" (PHILADELPHIA INQUIRER, 6/21). In N.Y., Edmund Lee writes Disney has the "pole position for now." Disney Chair & CEO Bob Iger's "latest maneuver" puts Comcast Chair & CEO Brian Roberts "on his back foot." But Roberts has "big ambitions to seal his family's legacy" (N.Y. TIMES, 6/21). MoffettNathanson Founding Partner Michael Nathanson said he is “expecting another bid from Comcast in the next week or so,” but the bid has to be “so much bigger than the current Disney bid to get the Fox board to think, ‘Oh my God, we should really stop the process we have now to close and open it up with Comcast.’” BTIG Media Analyst Rich Greenfield said Fox is a “really unique asset and both companies believe it is a ‘must win’” (“Squawk Box,” CNBC, 6/21).
GRAB SOME POPCORN: The WALL STREET JOURNAL's Elizabeth Winkler writes if Disney is "hoping that its newly juiced bid for Fox assets will crush Comcast into submission, it is likely to be disappointed." Fox and Disney can "expect Comcast to come running back with a new offer." The question is "how high it will go." Analysts note bidding "could reach" up to $80B, which "could mean Comcast counters with a 10% premium or so" above Disney's recent offer. That will "put pressure on Disney," but its offer "carries other kinds of value that Comcast can't match -- namely, time value and certainty value" (WALL STREET JOURNAL, 6/21). The HOLLYWOOD REPORTER's Bond & Szalai wrote by "emphasizing money and savings over content," Roberts was hoping to make Fox Exec Chair Rupert Murdoch an offer he "simply couldn't refuse." Now, with the "clock ticking, a tricky regulatory landscape standing in the way and a long-simmering grudge between the leaders of Comcast and Disney providing added dramatic backstory, insiders say the fight could get ugly -- and pricey" (HOLLYWOODREPORTER.com, 6/20). THE RINGER's Victor Luckerson wrote with legal roadblocks "now unlikely, the fate of Fox will come down to which CEO can stomach a higher price tag" (THERINGER.com, 6/20).
EYES ON THE PRIZE: Iger said that "changes in consumer habits are driving the company's aggressive pursuit" of Fox' assets. Iger: "Direct-to-consumer distribution has actually become an even more compelling proposition in the six months since we announced the deal. There has just been not only a tremendous amount of development in that space, but clearly the consumer is voting -- loudly (DEADLINE.com, 6/20). In L.A., James, Battaglio & Faughnder in a front-page piece write Iger "revealed just how much he wants the biggest prize yet" in a proposal that was "designed to be a devastating blow" to Comcast's bid. CFRA Research media analyst Tuna Amobi said, "This deal is supposed to be (Iger's) swan song. It's incredibly important for him. This goes to the core of how he wants to leave his mark on the company." The stakes are "high" in today's media landscape, as traditional media companies like Disney, Fox and Comcast have "recognized that the playing field is starting to tilt in favor of tech giants, including Netflix, Facebook and Apple, which have deep pockets, global businesses and direct relationships with consumers" (L.A. TIMES, 6/21).
BATTLE ROYALE: VARIETY's Cynthia Littleton wrote under the header, "Brian Roberts And Bob Iger Go Head-to-Head In The Battle For Fox." The leaders of Disney and Comcast are "two very different people and leaders, with a history of prickly relations, who want the same thing." Roberts so far has "shown that he will not take 'no'" for an answer. The battle for Fox has "captivated the industry because it's a rare public brawl over a marquee name -- the most high-profile Hollywood M&A tussle since Sumner Redstone and Barry Diller went at it over Paramount Pictures" in '93. It takes a "potent mix of ambition, ego and strategic vision to drive any large-scale M&A transaction." The victor "will be determined in large part by the motivations of Roberts and Iger." Iger is "routinely described as 'disciplined,'" and execs who have worked with him "express doubt that he would overpay in a bidding war with Comcast." But Roberts has "more room to maneuver in the bidding so long as Wall Street more or less agrees." He has a "tight grip on Comcast through preferred shares that give him control of about one-third of the voting power" in the $156B company that is also home to NBCU (VARIETY.com, 6/20).
