Walt Disney Company (the) · NYSE:DIS
Walt Disney Company (the) — The Walt Disney Company — Merger or Acquisition (December 2017)
18 slides from Walt Disney Company (the)'s merger presentation, Dec 14, 2017
Slide 1: 21st Century Fox
21ST CENTURY FOX Bob lIger Chairman and CEO Christine McCarthy Sr. EVP and CFO December 14, 2017
Slide 2: Cautionary Language Concerning Forward-Looking Statements
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS IMPORTANT INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT In connection with the proposed transaction between The Walt Disney Company (“Disney”) and Twenty-First Century Fox, Inc. (“21CF”), Disney and 21CF will file with the Securities
Slide 3: Cautionary Language Concerning Forward-Looking Statements
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS CAUTIONARY NOTES ON FORWARD LOOKING STATEMENTS This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Slide 4: 21st Century Fox
21ST CENTURY FOX Bob lIger Chairman and CEO Christine McCarthy Sr. EVP and CFO December 14, 2017
Slide 5: Today's Presentation
TODAY’S P @® Overview ® Strategic Rationale ® Transaction Summary ® Financial Highlights
Slide 6: The
The ar Disney "Ve ZENTURY Company “The acquisition of this stellar collection of businesses from 21st Century Fox reflects the increasing consumer demand for a rich diversity of entertainment experiences that are more compelling, accessible and convenient than ever before.” - Bob Iger
Slide 7: Overview
OVERVIEW Transaction enhances Disney’s position as a premier, truly global entertainment company, and significantly enhances our ability to offer innovative direct-to-consumer offerings that consumers increasingly demand TELEVISION FILM DTC Eoril e BAMTECH ‘Disney Our Denep Parks and Resorts Disney
Slide 8: Strategic Rationale
©Disney STRATEGIC RATIONALE 21st Century Fox’s premier film and television studios and respective libraries significantly enhance our content output capability and world-class portfolio of intellectual property Expands our global reach in attractive, rapidly growing regions and provides new avenues
Slide 9: * sky vision
* sky vision Star a. TITANIC a HORROR STORY X-IVIENM rodernfamuly jams - BEANSAM. . FX Deas * GEOGRAPHIC ENEWS, Star
Slide 10: Global Sports Platform
GLOBAL SPORTS PLATFORM 21st Century Fox’s global sports platform — 22 Regional Sports Networks in the U.S. and an attractive portfolio of key rights and properties in Europe, India and Latin America — complements ESPN’s U.S. business, enabling it to serve sports fans globally UNITED > ‘ STATES = MAJ
Slide 11: Global Reach
GLOBAL REACH Significant global reach in content production and distribution across Europe, India and Latin America 350+ channels across 170 countries through Fox Networks International Authentic local presence in several key high-growth regions, including ownership of 69 channels in India through S
Slide 12: Enhanced Global DTC Opportunity
ENHANCED GLOBAL DTC OPPORTUNITY 21st Century Fox’s portfolio and DTC capabilities will complement our DTC strategy, result in a majority stake in Hulu and enable the creation of more engaging experiences for consumers around the world 21ST (1) CENTURY Ss KK y FOX TATA | Sky New” B} BAMTECH 30% (OTT
Slide 13: World-Class Content
WORLD-CLASS CONTENT ‘<Dyenep PIXAR MARVELM The Wace Dievep Company
Slide 14: Transaction Summary
TRANSACTION SUMMARY PURCHASE PRICE PRO FORMA OWNERSHIP SEPARATION OF SPINCO AT CLOSE SKY APPROVALS AND CLOSING Disney acquires 21st Century Fox for $52.4B in equity consideration plus assumption of net debt and certain other liabilities 100% stock deal 21st Century Fox shareholders will receive 0.27
Slide 15: Financial Highlights — Valuation
FINANCIAL HIGHLIGHTS — VALUATION (BILLIONS EXCEPT PER SHARE AMOUNT AND EXCHANGE RATIO) Exchange Ratio 0.2745 Enterprise Value $66.1 Price Per Share” $28.00 (-) Equity Investment in Sky” $9.6 (x) 21St Century Fox Shares Outstanding 1.87 (-) Other Equity Investments, $1.0 Equity Purchase Price $52.4 N
Slide 16: Financial Highlights — Key Benefits
FINANCIAL HIGHLIGHTS — KEY BENEFITS Accelerates revenue and operating income growth driving significant value for shareholders Significant opportunities for operating efficiencies resulting in $2B of annual cost savings by 2021 Accretive to EPS for the second fiscal year post close, excluding the im
Slide 17: Q&A
UY om Q:A
Slide 18: The Walt Disney Company
The War Disnep Company
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