Disney's new bid allows Fox shareholders to choose cash or stock. Fox called the new Disney offer "superior" to the Comcast proposal.

The bidding war was expected as the two media giants battle over Fox's movie production business as well as networks National Geographic and FX, Star TV, stakes in Sky, Endemol Shine Group, Hulu and regional sports networks.

The new bid is $38 a share, up from Disney's $28 a share offer in December and rivaling Comcast 's $35 a share all-cash bid last week. Comcast's deal is valued at $65 billion.

Iger said in a statement Wednesday that the combination with the Fox units would allow Disney to create more appealing content, expand its direct-to-consumer offerings and international presence and "deliver more personalized and compelling entertainment experiences to meet growing consumer demand around the world."

The statement added, "We remain convinced that the combination of [Fox's] iconic assets, brands and franchises with Disney's will create one of the greatest, most innovative companies in the world."

In a statement on Wednesday, Murdoch said, "We are extremely proud of the businesses we have built at 21st Century Fox, and firmly believe that this combination with Disney will unlock even more value for shareholders as the new Disney continues to set the pace at a dynamic time for our industry."

The Justice Department, Fox and Disney did not respond immediately to requests for comment from CNBC. Comcast declined to comment.

Shares of CNBC parent Comcast jumped 1.8 percent Wednesday, moving after Bloomberg News reported that the Justice Department was set to approve Disney's bid in as soon as two weeks. The company has agreed to sell some assets to gain approval, a source told Bloomberg.

Fox shares were up 7.3 percent Wednesday, while shares of Disney rose around 1 percent. Iger said on a conference call that Disney does not expect to complete the $20 billion share buyback it announced in December.

Disney's bid in December was a stock deal worth $52.4 billion at the time, but CNBC has reported that the company was willing to add cash to sweeten the offer if a rival stepped in. Disney said Wednesday, "Since the original agreement was announced, the intrinsic value of these assets has increased, notably due to tax reform and operating improvements."

Fox's board had a scheduled meeting on Wednesday at which it was expected to talk about Comcast's rival bid.

Fox said its board hadn't concluded Comcast's unsolicited bid "could reasonably be expected to result in a 'Company Superior Proposal' under the Disney Merger Agreement."

A spokesman for Comcast said the company does not have a comment right now.

Disclosure: Comcast is the parent company of NBCUniversal and CNBC.

Read the full press releases here:



21st Century Fox Board Announces Amended and Restated Merger Agreement With Disney NEW YORK, June 20, 2018 /PRNewswire/ -- Twenty-First Century Fox, Inc. ("21CF") (NASDAQ: FOXA, FOX) announced today that it has entered into an amended and restated merger agreement with The Walt Disney Company ("Disney") (NYSE: DIS) pursuant to which Disney has agreed to acquire for a price of $38 per 21CF share the same businesses Disney agreed to acquire under the previously announced merger agreement between 21CF and Disney (the "Disney Merger Agreement"). This price represents a significant increase over the purchase price of approximately $28 per share included in the Disney Merger Agreement when it was announced in December 2017. The amended and restated Disney Merger Agreement offers a package of consideration, flexibility and deal certainty enhancements that is superior to the proposal made by the Comcast Corporation on June 13, 2018. Under the amended and restated Disney Merger Agreement, Disney would acquire those businesses on substantially the same terms, except that, among other things, Disney's offer allows 21CF stockholders to elect to receive their consideration, on a value equalized basis, in the form of cash or stock, subject to 50/50 proration. The collar on the stock consideration will ensure that 21st Century Fox shareholders will receive a number of Disney shares equal to $38 in value if the average Disney stock price at closing is between $93.53 and $114.32. "We are extremely proud of the businesses we have built at 21st Century Fox, and firmly believe that this combination with Disney will unlock even more value for shareholders as the new Disney continues to set the pace at a dynamic time for our industry," said Rupert Murdoch, Executive Chairman of 21st Century Fox. "We remain convinced that the combination of 21CF's iconic assets, brands and franchises with Disney's will create one of the greatest, most innovative companies in the world." In light of the revised terms contained in the amended and restated Disney Merger Agreement, 21CF's board, after consultation with its outside legal counsel and financial advisors, has not concluded that the unsolicited proposal it received on June 13, 2018 from Comcast could reasonably be expected to result in a "Company Superior Proposal" under the Disney Merger Agreement. However, the amended and restated Disney Merger Agreement contains no changes to the provisions relating to the Company's directors' ability to evaluate a competing proposal.

As announced on May 30, 2018, 21CF has established a record date of May 29, 2018 and a meeting date of July 10, 2018, for a special meeting of its stockholders to, among other things, consider and vote on a proposal to adopt the Disney Merger Agreement. 21CF has determined to postpone its special meeting of stockholders to a future date in order to provide stockholders the opportunity to evaluate the terms of Disney's revised proposal and other developments to date. Once 21CF determines the new date for 21CF's special meeting of stockholders, the date will be communicated to 21CF stockholders.

The Walt Disney Company Signs Amended Acquisition Agreement To Acquire Twenty-First Century Fox, Inc., For $71.3 Billion In Cash And Stock