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BREAKING NEWS FROM CNBC’S DAVID FABER: DISNEY HELD TALKS TO BUY MOST OF 21ST CENTURY FOX -- SOURCES

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DAVID FABER: TWENTY FIRST CENTURY FOX HAS BEEN HOLDING TALKS TO SELL MOST OF THE COMPANY TO WALT DISNEY, LEAVING BEHIND A MEDIA COMPANY TIGHTLY FOCUSED ON NEWS AND SPORTS, ACCORDING TO PEOPLE FAMILIAR WITH THE SITUATION. THE TALKS HAVE TAKEN PLACE OVER THE LAST FEW WEEKS AND THERE IS NO CERTAINTY THEY WILL LEAD TO A DEAL. IN FACT THE TWO SIDES ARE NOT CURRENTLY TALKING AT THIS VERY MOMENT, BUIT GIVEN THE ON AGAIN OFF AGAIN NATURE OF THESE TALKS THEY CERTIANLY COULD BE REVISITED. FOR FOX, THE WILLINGNESS TO ENGAGE IN SALE TALKS WITH DISNEY STEMS FROM A GROWING BELIEF AMONGST ITS SENIOR MANAGEMENT THAT SCALE IN MEDIA IS OF IMMEDIATE IMPORTANCE AND THAT THERE IS NOT A PATH TO GAIN THAT SCALE IN ENTERTAINMENT THROUGH ACQUISITION. THE COMPANY IS SAID TO BELIEVE THAT A MORE TIGHTLY FOCUSED GROUP OF PROPERTIES AROUND NEWS AND SPORTS COULD COMPETE MORE EFFECTIVELY IN THE CURRENT MARKETPLACE. THE MEDIA LANDSCAPE HAS CHANGED CONSIDERABLY IN RECENT YEARS WITH GIANTS SUCH AS FACEBOOK, GOOGLE, AMAZON AND NETFLIX CHANGING THE WAY PEOPLE CONSUMER MEDIA AND DOMINATING THE DIGITAL DISTRIBITION OF DIGITAL VIDEO CONTENT. BEING ABLE TO COMPETE IN THAT CHANGING LANDSCAPE MANY PEOPLE BELIEVE REQUIRES SCALE THAT A DISNEY DOES HAVE BUT TWENTY FIRST CENTURY FOX DOES NOT. FOR DISNEY, THE OPPORTUNITY TO TAKE CONTROL OF ANOTHER MOVIE STUDIO AND SIGNIFICANT TV PRODUCTION ASSETS AS IT READIES A DIRECT TO CONSUMER ENTERTAINMENT STREAMING OFFERING IS CERATAINLY ATTRACTIVE AS IS FOX'S SIGNIFICANT EXPOSURE TO INTERNATIONAL MARKETS, SUCH AS THE U.K., GERMANY AND ITALY BOTH TRHOUGH ITS NETWORKS AND 30% OWNERSHIP OF B SKY B. DISNEY RECENTLY ANNOUNCED IT WILL PULL ALL OF ITS MOVIES FROM THE NETFLIX PLATFORM AND WILL ESTABLISH TWO DIRECT TO CONSUMER OFFERINGS; ONE FOR SPORTS AND ONE INCLUDING ITS KEY FRANCHISES SUCH AS STAR WARS AND MARVEL. DISNEY WOULD NOT PURCHASE ALL OF FOX, ACCORIDNG TO PEOPLE WITH KNOWLEDGE OF THE TALKS. THE COMPANY COULD NOT OWN TWO BROADCAST NETWORKS AND WOULD THEREFORE NOT BUY THE FOX BRAODCAST NETWORK. IT WOULD NOT BUY FOX'S SPORTS PROGRAMMING ASSETS IN THE BELIEF THAT COMBINING THEM WITH ESPN COULD BE SEEN AS ANTI-COMPETITIVE FROM AN ANTI-TRUST STANDPOINT AND IT WOULD NOT BUY THE FOX NEWS OR BUSINESS CHANNEL. DISNEY WOULD ALSO NOT PURCHASE FOX'S LOCAL BROADCASTING AFFILIATES, ACCORIDNG TO PEOPLE FAMIALR WITH THE NEGOTIATIONS. IN ADDITION TO THE MOVIE STUDIO, TV PRODUCTION AND INTERNATIONAL ASSETS SUCH AS STAR AND B SKY B DISNEY WOULD ALSO ADD ENTERTAINMENT NETWORKS SUCH AS FX AND NAT GEO. THE CONTEMPLATED STRUCTURE OF THE DEAL OR THE PRICE THAT HAS BEEN DISCUSSED COULD NOT BE LEARNED. GIVEN IT WOULD INVOLVE THE SALE OF MANY, BUT NOT ALL OF FOX'S PROPERTIES IT'S UNCLEAR HOW FOX WOULD MITIGATE POTENTIAL TAX CONSEQUENCES OF A DEAL. OFFICIALS AT DISNEY AND FOX DECLINED COMMENT. BUT CERTAINLY GROUNDBREAKING TALKS IN THE WILLINGNESS IN THE PART OF THE MURDOCH FMAILY WHICH HAS ALWAYS SHOWED A WILLINGNESS TO BE BOLD TO DO SOMETHING BOLD YET AGAIN IN THIS GENERAL BELIEF THAT HAVING SCALE IN ENTERTAINMENT AT THIS POINT IS VERY DIFFICULT TO FIND AND A MORE FOCUSED COMPANY ON SPORTS AND NEWS VERY SIMILAR TO WHAT CBS IS THESE DAYS IS A MORE EFFECTIVE WAY TO COMPETE IN THE MARKETPLACE.

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