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Shareholders approve Disney/Fox deal

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Shareholders approve Disney/Fox deal

Walt Disney Co. and 21st Century Fox Inc. shareholders have approved all proposals related to Disney's acquisition of certain Fox assets.

The proposals included the adoption by 21st Century Fox stockholders of the merger agreement with Disney and the distribution merger agreement for the spinoff of new "Fox," according to a July 27 news release. Also, Disney stockholders approved the issuance of new common stock that will be distributed to Fox stockholders as part of the acquisition.

Disney increased its offer for 21st Century Fox's assets to $71.3 billion, or $38 in either cash or shares of Disney common stock, compared to its original all-stock offer of $52.4 billion, or about $28 per share.

The overall mix of consideration paid to 21st Century Fox stockholders will be about 50% cash and 50% stock. Disney expects to pay a total of about $35.7 billion in cash and issue nearly 343 million New Disney shares to 21st Century Fox stockholders. As a result, current 21st Century Fox stockholders will own a 17% to 20% stake in New Disney on a pro forma basis.

In June, the U.S. Department of Justice approved the transaction, while requiring the sale of the Fox Sports Regional Networks. Completion of the transaction is subject to a number of non-U.S. merger and other regulatory reviews, and other customary closing conditions.

Comcast Corp. recently said it does not intend to continue to pursue the acquisition of most of Fox's entertainment assets, and instead will focus on its bid for European media and telecommunications company Sky PLC.