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Comcast's Fox offer is all stock, focuses on international assets, cable networks, and Hulu: Sources

  • Comcast and 21st Century Fox are in ongoing talks about a sale of Fox's worldwide entertainment and distribution assets for Comcast stock, according to people familiar with the situation.
  • Fox's international assets would represent as much as 70 percent of the financial contribution of the businesses for sale.
  • The addition of Fox's stake in Hulu would give Comcast control of the streaming video service.
  • Fox is also continuing low-intensity talks with Disney about the same deal.

Comcast and 21st Century Fox are in talks about a sale of Fox's worldwide entertainment and distribution assets to Comcast for Comcast stock, according to people familiar with the situation.

The talks are ongoing, but no deal is near.

Comcast, which has a very limited international presence, is focused on Fox's international assets, which represent as much as 70 percent of the financial contribution of the businesses for sale, but also wants to purchase the company's movie studio, its cable networks and its regional sports networks, according to people close to the talks. Comcast is not interested in Fox News, Fox Business, or its national sports channel FS1, sources said.

Comcast is also attracted by the prospect of gaining control of Hulu. Comcast is currently prevented from exercising control over its stake in Hulu due to the consent decree it signed with the government when it bought NBC Universal, but that consent decree expires in August of 2018.

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Todd Haselton | CNBC

The addition of Fox's stake in Hulu would give Comcast control of the streaming video service.

Comcast faces a number of potential challenges to overcome in structuring a deal, none more formidable than the regulatory impediments posed by a deal. If Time Warner's purchase by AT&T should face antitrust action it, would seem to make any deal to buy more content assets a non-starter.

Its proposed exchange of shares for the Fox assets also raises questions about the Roberts' family's voting control and whether Fox would accede to that continued control after receiving its shares.

Fox is also continuing low-intensity talks with Disney about the same deal. For Fox, the question of whether to sell may take a back seat to what price and which currency it would prefer.

Disney might present a deal with more synergies, though the prospect of management changes in its future with the retirement of Bob Iger in July of 2019 might give it pause

Disclosure: Comcast owns CNBC parent NBCUniversal.