21St Century Fox Board Announces Amended And Restated Merger Agreement With Disney

As part of the proposed transaction between The Walt Disney Company (“Disney”) and Twenty-First Century Fox, Inc. (“21CF”), TWDC Holdco 613 Corp. (“New Disney”) will file with the Securities and Exchange Commission (SEC) a registration statement on Form S-4, containing a joint proxy statement from Disney and 21CF, which also constitutes a prospectus from New Disney that will replace the joint final mandate/prospectus that Disney and 21CF previously submitted to the SEC on May 24, 2018 and sent to their respective shareholders on June 1, 2018. 21CF will file with the SEC a registration statement for a newly created subsidiary (“New Fox”) that owns certain assets and transactions of 21CF that were not acquired by Disney in connection with the proposed transaction. 21CF, Disney and New Disney may also submit further documents to the SEC regarding the proposed transaction. This document does not replace Form S-4, the common warrant/common prospectus or New Fox registration statement, or any other document, 21CF, Disney or New Disney may file with the SEC. INVESTORS AND SECURITY HOLDERS OF 21CF AND DISNEY ARE URGED TO READ THE REGISTRATION DECLARATIONS, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY Investors and security holders may receive free copies of registration and declarations or prospectuses (if available) and other documents submitted to the SEC , Disney and New Disney via the SEC`s website at www.sec.gov, or by addressing the Investor Relations Division of: Acquisition of 21st Century Fox, at 12:02 p.m. .m. Eastern Times Tomorrow, March 20, 2019 The Walt Disney Company (NYSE: DIS) announced that it has signed an amended acquisition agreement with Twenty-First Century Fox, Inc. (“21st Century Fox” -NASDAQ: FOXA, FOX) for $38 per share in cash and shares. Disney will make 21st Century Fox immediately after the split of the “New Fox,” as previously announced. The 21st Century Fox stores, which will be taken over by Disney, remain the same as in the original contract.

Since the initial agreement was announced, the intrinsic value of these assets has increased, in part due to tax reforms and operational improvements. A disney Fox-modified merger was announced today by 21st Century Fox. When the purchase price was announced in December, it was $52.4 billion — a legal value of $28 per share. This amended offer raised the price to $38 per share, or just over $71 billion.