•Disney offer worth $2.6 billion more to family because of tax
•Deal with choice of cash or stock to be considered July 27
Fox and Comcast declined to comment. Disney didn’t respond to a request for comment.
Tax considerations make up a hefty chunk of the June proxy filing sent to Disney and Fox shareholders. One section details the maneuvering of both companies to mitigate the tax impact of Fox’s hook stock, which are shares issued by a parent company and held by its subsidiary. There are still plenty of unknowns.
“The transaction is really complicated,” said Rosenthal. “Lots of the tax consequences are uncertain.”
Whichever suitor prevails, the Murdoch family fortune will be transformed. The Murdochs own a 17 percent economic interest in Fox through a Nevada-based trust, according to the company’s 2017 proxy filing. The stake is valued at $15 billion and makes up the bulk of Murdoch’s $18.3 billion fortune, according to the Bloomberg Billionaires Index. If Disney’s current offer is accepted and the family takes all its proceeds in stock then they would have a stake of about 7.6 percent in Disney, calculations by Bloomberg show.
Tax implications aren’t the only consideration for Fox stockholders. Disney has already won U.S. antitrust approval for its purchase, while Comcast’s bid could face regulatory hurdles. Shareholders may also value the stock portion of Disney’s offer if they believe the value of those shares will continue to rise. Disney shares have gained 65 percent in the past five years.
Murdoch — whose class of shares normally give him 39 percent of the voting rights according to the company’s 2017 proxy statement — can only vote his family’s 17 percent economic interest because Class A and B shareholders each have the same voting power in a takeover vote. He said June 20 that he favors a Disney tie-up because “this combination with Disney will unlock even more value for shareholders.”
Fox shareholders are scheduled to vote July 27 on Disney’s bid.