A Fox shareholder has filed a lawsuit in opposition to Disney's proposed purchase of the bulk of 21st Century Fox's film and media empire. Robert Weiss, leading other shareholders, filed his lawsuit on Friday in Delaware federal court.
In December last year, Disney and Fox finalized a deal that has the potential to reshape Hollywood. Fox executives reportedly believe the company lacks the scale to compete in a digital age, and thus are aiming to get out of the film and TV industry and focus in on news. Disney, for their part, would gain Fox's extensive back-catalog for distribution on their upcoming streaming service, as well as an enhanced international distribution network. Disney found themselves facing unexpected competition when rival Comcast made an unsolicited bid, but the odds are good that Disney's bid will be approved by Fox shareholders when they vote later in the month. Regulators recently approved the Disney purchase after just six months of deliberations.
But not everybody is happy about the Disney proposal. According to THR, Weiss has filed a lawsuit in opposition to the deal. He argues that the company's financial projections are inaccurate, particularly as regards Hulu and Sky, and that there's an undeclared conflict of interest for Goldman Sachs and Centerview Partners, who performed the financial valuation analyses. The shareholder lawsuit complains that that Disney and Fox have provided no forecasts for Hulu, or earnings estimates for the European broadcaster Sky.
Moviegoers have tended to focus in on the deal's potential impact on the superhero genre, with Marvel fans particularly excited about the possibility of the X-Men and the Fantastic Four being added into the Marvel Cinematic Universe. In reality, there's a lot more at stake here than just the MCU. If the deal goes ahead, it will dramatically reshape Hollywood. Disney's streaming service, which is intended to launch in 2019, would be an instant competitor for Netflix. Meanwhile, international distribution networks such as Sky would give Disney a far greater global reach than ever before.
It's quite remarkable that the Disney/Fox merger was approved by the Department of Justice in just six months. President Trump made a big deal about antitrust laws on the campaign trail, and the DoJ actually sued in an attempt to block the AT&T/Time Warner merger. Analysts had initially expected Hulu to be a potential problem for the DoJ, but surprisingly that wasn't the case; instead, the DoJ's attention focused on the potential impact of the deal on cable sports programming. Rather than argue the point, Disney acquiesced, agreeing to divest itself of Fox's 22 regional sports networks should the deal go ahead. This seems to have been enough for the DoJ to grant approval. Fox shareholders are due to vote on July 27, in order to decide whether or not to accept Disney's proposal.
That's why this lawsuit is particularly interesting. The complainant argues that, "unless remedied, 21CF’s public stockholders will be forced to make a voting or appraisal decision on the Proposed Transaction without full disclosure of all material information concerning the Proposed Transaction being provided to them." It will be fascinating to see how the courts decide in this case.