Comcast Confirms It's Preparing a Fox Bid ‘Superior’ to Disney’s

CBS' skirmish with parent company National Amusements won't be the only eye-popping battle between major media companies this summer. This morning, Comcast confirmed an open secret: The company is preparing an all-cash offer for 21st Century Fox that it says is “superior” to Disney’s current $52.4 billion deal to acquire most of Fox’s assets. Comcast, which held talks with Fox last fall, is escalating its efforts to upend Disney’s efforts to acquire Fox. Last month, Comcast submitted a $31 billion bid for European broadcasting Sky last month, which Fox has been in the process of trying to buy and is a key element of Disney’s interest in Fox. In its release, Comcast announced that it's “considering, and is in advanced stages of preparing, an offer for the businesses that Fox has agreed to sell to Disney." The company stressed that these businesses don't include Fox News, Fox Business Network, Fox Broadcasting and "certain other assets," which are also excluded from Disney's bid. "Any offer for Fox would be all-cash and at a premium to the value of the current all-share offer from Disney," the release continued. "The structure and terms of any offer by Comcast, including with respect to both the spin-off of ‘New Fox’ and the regulatory risk provisions and the related termination fee, would be at least as favorable to Fox shareholders as the Disney offer." The company cautioned that it could still change its mind about going ahead with the Fox offer: “While no final decision has been made, at this point, the work to finance the all-cash offer and make the key regulatory filings is well advanced.” Comcast had been in talks with Fox last fall, but Fox opted to go with Disney’s bid, in part because of regulatory concerns. Just days after Comcast and Fox ended negotiations in December, Disney announced it would acquire most of 21st Century Fox’s assets for $52.4 billion. Fox declined comment on Comcast’s announcement, and Disney did not immediately respond to a request for comment. As talk swirled this spring of Comcast’s renewed interest in going after Fox, Lachlan Murdoch, executive chairman of 21st Century Fox, reiterated on the company’s earnings call earlier this month that “we are committed to our agreement with Disney and are working through the conditions to bring it to closing.” However, he added, in response to speculation about other offers, the company’s directors "of course are aware of their fiduciary duties on behalf of all shareholders." During Comcast’s earnings call last month, Comcast chairman and CEO Brian Roberts said he “love[s] our core businesses,” but stressed that “we didn’t choose to put Sky in play or any other asset”—i.e. Fox—“in play. That event happened around us. And the question is, do we take a look at it and engage?” As the battle between the three companies looks to stretch well into the summer, it's unlikely to affect any upfront negotiations. Since the Disney-Fox deal was first announced, buyers and execs have told Adweek that it will be “business as usual” during this year’s upfronts, and any upfront buys will be honored regardless of who, if anyone, wins the tug-of-war over Fox.