Fox board to consider $65-billion Comcast bid for entertainment assets

The Fox board must decide whether Comcast's proposal has a chance of becoming a superior offer

Rupert Murdoch and the 21st Century Fox board will consider on Wednesday how to proceed with Comcast Corp.’s $65 billion bid for the company’s entertainment assets, people with knowledge of the matter said.

The Fox board, which agreed to sell the assets to Walt Disney Co last year, must decide whether Comcast’s proposal has a reasonable chance of becoming a superior offer before it can begin negotiations with the largest US cable television company. Fox can also ask Disney for a waiver to begin discussions with Comcast, said the people, who asked not to be identified because the matter is private.

The regularly scheduled board meeting was set before Comcast made its new, improved offer on Wednesday, said one of the people. Fox said this week that it would “carefully review” Comcast’s unsolicited proposal.

Comcast, which lost out to Disney in December because of concerns its bid would face regulatory hurdles, is proposing to buy the Fox entertainment assets for $35 a share in an all-cash deal. Disney’s all-stock offer has a valuation of $29.91 a share, based on trading in New York Friday. Comcast Chief Executive Officer Brian Roberts said his company’s new offer “fully addresses the board’s stated concerns” with the previous bid.

“We are also highly confident that our proposed transaction will obtain all necessary regulatory approvals in a timely manner and that our transaction is as or more likely to receive regulatory approval than the Disney transaction,” he said in a letter to Murdoch and his sons Lachlan and James, who are Fox executives.

Under the terms of its merger agreement with Fox, Disney has the right of refusal on any counteroffer.