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Fox Shareholder Sues Over Disney Merger

By William Vogeler, Esq. on July 11, 2018 | Last updated on March 21, 2019

A 21st Century Fox shareholder filed suit to stop Disney's purchase of the company's studio assets, alleging false financial projections about the proposed acquisition.

In a putative class-action filed in Delaware, Robert Weiss claims a proxy statement omits or misrepresents financials and valuations in the deal. His complaint focuses on projections for Hulu and earnings for European broadcaster Sky.

In the meantime, Fox shareholders are set to meet on whether to accept Disney's offer. With $71.3 billion on the table, it should have been an easy decision.

$71.3 Billion Question

At $38 a share, the offer is about $10-a-share higher -- nearly $20 billion all told -- than it was six months earlier. That's because Disney has been in a bidding war with Comcast.

The shareholders meet on July 27, which leaves time for Comcast to up the ante. However, Fox chairman Rupert Murdoch is in his own bidding war with Comcast.

According to reports, Murdoch wants to buy Sky and then sell it all to Disney. Fox already owns 39 percent of Sky.

"Stockholders need such information in order to make a fully informed voting or appraisal decision," Weiss said in his complaint.

Conditional Approval

In a comment to Deadline Hollywood, Fox called the lawsuit "frivolous."

Company officials have informed employees the Disney deal should close with six to 12 months of conditional approval from the Justice Department.

In the midst of it all, Weiss wants to stop the vote. If he can't get an injunction, he wants the deal rescinded.

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