With Disney having increased its bid for Fox in order to fend off Comcast, it looked like the proposed merger was well on the way to becoming a reality, but a new lawsuit is looking to put a stop to things. A fox shareholder, Robert Weiss, has filed a lawsuit in Delaware which claims that the financial disclosure material presented to shareholders is incomplete. The suit seeks to enjoin the sale of Fox to Disney unless this information is provided.
Specifically at issue is the lawsuit's claim that the proxy statement filed at the end of June, which recommended that shareholders vote in favor of the upcoming merger, is missing detail concerning projected future earnings for both Hulu, the streaming service which both Disney and Fox had a stake in, as well as European satellite broadcaster Sky. The lawsuit (via The Hollywood Reporter) also claims that financial institution Goldman Sachs, who did the financial valuation analysis, has potential conflicts of interest that have not been fully disclosed.
It seems that Robert Weiss, and the additional shareholders that he represents, aren't looking to necessarily stop the Disney/Fox deal entirely, they're simply looking for additional financial information they feel has been lacking so that they can make an informed decision. If these projections were left out of the documents provided to shareholders, but are available, a simple amended proxy statement could make the suit go away. However, today is actually the day that the Fox board had previously scheduled to meet to discuss the potential purchase options. It's unclear if this lawsuit could cause them to hold off on making a decision.
Disney and Fox agreed to tentative terms for the sale of Fox assets to Disney back in December, and while Comcast attempted to play spoiler by making a larger bid, Disney has since countered with a larger bid of its own. While the word has been that Comcast has gone looking for cash in order to make yet another bid, that has yet to have been formally proposed.
The Disney/Fox deal has already been given regulatory approval by the U.S. government. The only stipulation was that Disney would need to divest the regional sports networks that Fox owns across the country. Disney has agreed to do so. With that decision already made before the Fox board voted it was certainly looking like smooth sailing from here, and while this lawsuit is unlikely to stop the train entirely, it will almost certainly slow things down.
This is also unlikely to be the only lawsuit filed on this topic. A deal this big is certainly going to cause concern from many corners of the entertainment and business world. Big things will certainly happen once this deal is complete, but it could still be some time before we get there.
