Comcast Corporation (NasdaqGS:CMCS.A) (‘Comcast’) made a proposal to acquire the remaining 99.9% stake in Twenty-First Century Fox Inc. (NasdaqGS:FOXA) (‘Fox’) for $65.5 billion on June 13, 2018. The sellers include ValueAct Capital Management LP, Cruden Financial Services LLC, K. Rupert Murdoch, Lachlan K. Murdoch, Delphine Arnault, James W. Breyer, Chase Carey, David F. DeVoe, Viet Dinh, Sir Roderick I. Eddington, James R. Murdoch, John P. Nallen, Jacques Nasser, Robert S. Silberman, Tidjane Thiam, Jeffrey W. Ubben and Gerson Zweifach. Comcast will pay $35 per share to Fox shareholders after giving effect to the proposed spin-off of certain assets into a new company (‘New Fox’). Comcast seeks to acquire Fox contemporaneously with the contemplated distribution to Fox shareholders. The proposal by Comcast represents a competing offer to the transaction whereby The Walt Disney Company (NYSE:DIS) (‘Disney’) agreed to acquire Fox. Comcast expects to obtain the necessary funds from cash on hand and anticipated borrowings. Comcast has received letters from each of Merrill Lynch Pierce Fenner & Smith Incorporated and Wells Fargo Securities LLC to arrange the debt financing, subject to customary conditions. In case of termination under certain circumstances, Comcast may be required to pay a fee of $2.5 billion and also reimburse the $1,525 million break-up fee to be paid by Fox to Disney, for a total cost to Comcast of $4,025 million. The transaction is subject to the negotiation of definitive documentation, necessary regulatory approvals and HSR approval. The Comcast proposal would not be conditioned upon any financing arrangements or subject to any financing condition. The transaction has been unanimous approved by the Comcast Board. No Comcast shareholder vote will be required for the transaction. Thomas J. Reid, William H. Aaronson, Brian Wolfe, Evan Rosen, Sarah M. Weissman, Neil Barr, Patrick E. Sigmon, Jason Kyrwood, Hilary Dengel, Arthur J. Burke and Will Pearce of Davis Polk & Wardwell LLP and Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors whereas MacKenzie Partners, Inc. acted as proxy solicitor to Comcast. Computershare Trust Company NA acted as transfer agent for Fox. BofA Merrill Lynch International Limited acted as financial advisor to Comcast. Deutsche Bank Securities Inc. acted as financial advisor to Fox, Inc. Howard Ellin, Clifford Aronson, Thad Hartmann, Kyle Hatton, Steven Matays, Regina Olshan, Brandon Van Dyke and Gavin White of Skadden acted as legal advisors to Fox. Comcast Corporation (NasdaqGS:CMCS.A) cancelled the proposed acquisition of the remaining 99.9% stake in Twenty-First Century Fox Inc. (NasdaqGS:FOXA) (‘Fox’) on July 19, 2018. Comcast announced in a statement issued on July 19, 2018 that that it does not intend to pursue further the acquisition of Fox assets and, instead, will focus on the recommended offer for Sky plc.