Fox Shareholder Files Lawsuit To Halt Disney Acquisition
The sale of 21st Century Fox’s studio assets to Disney has triggered the first lawsuit from a shareholder, who complains about what was filed with the Securities and Exchange Commission.
The putative class action seeks to enjoin the transaction.
The objecting shareholder also wants more information about debt and raises concerns about how a Goldman affiliate was asked to act as an underwriter, placement agent and bookrunner in connection with Fox’s possible incurrence of permanent debt financing. This is presented as a potential conflict given the investment bank’s role in issuing its fairness opinion.
According to THR, Robert Weiss, who is leading other Fox shareholders, filed his complaint on Friday in Delaware in regards to what was filed with the Securities and Exchange Commission about the deal.
The lawsuit alleges that a proxy statement that was filed on June 28 omits or misrepresents the company’s financial projections and any fundamental data valuation analyses from Goldman Sachs and Centerview Partners. The complaint also mentions concern over lack of disclosure relating to any potential conflicts of interest with Goldman Sachs.
“In short, 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,” states the complaint.
The looming deal has affected Fox’s business in various ways. While some at the company have said it’s “business as usual,” reports suggest it’s clear the company is waiting for the changes the deal may bring. Deadline reports Fox has implemented extra summer vacation days for staff, though no official explanation has been offered for the new policy.
In the midst of a bidding war with Comcast, Fox accepted Disney’s offer last month of $71.3 billion at $38 per share for a stock option, opposed to Comcast’s $65 billion cash-only offer. The proposed deal has already won approval from the Justice Department with the condition that Fox’s regional sports networks are divested. Disney has agreed to this condition.
See all of the movie and TV show properties Disney will acquire from Fox if the buyout goes through in the gallery below.