Comcast Corp.’s $65 billion bid for 21st Century Fox assets is a whopper, but could lead to antitrust complications.
Eager to ride the Justice Department’s loss to its own merger victory, Comcast CMCSA -3.84% surprised no one with a fast, aggressive bid for the assets that 21st Century Fox FOX -0.43% has agreed to sell to Walt Disney . DIS -1.64% At $65 billion, it is doozy of a bid, aimed not only at wooing the Murdochs away from Disney but also at distracting from the regulatory risks that would come with a Comcast deal.
Fox’s challenge is to not let that flashy number cloud its judgment. With the stock trading at records, that will take some real restraint.
If the Murdochs and other Fox shareholders need to sober up for a moment, they should read the decision of Judge Richard Leon. The judge emphatically emphasized (exclamation point and all) that his ruling to approve the merger of AT&T T -2.90% and Time Warner was limited. “The temptation by some to view this decision as being something more than a resolution of this specific case should be resisted by one and all!” he wrote. Fox and News Corp, publisher of The Wall Street Journal, share common ownership.
There is another reason to think carefully about the regulatory risks of a Comcast deal for Fox’s assets: The Justice Department has kept a close eye on Comcast since its merger with NBC, which went through in 2011 only after Comcast agreed to specific conditions.
Those conditions are set to expire in September, giving Comcast new freedom to run its business or do deals, a situation that displeases regulators and makes them skeptical of any deal that allows Comcast to swell further. Though they failed to block AT&T’s vertical merger with Time Warner, Comcast-Fox would be a different monster—both vertical and horizontal, raising problems that AT&T-Time Warner didn’t.
These regulatory risks play to Disney’s favor. The company will need to lift its previous offer, a $52.5 billion all-stock bid, likely by sweetening it with cash. But since a Disney deal doesn’t carry the same risks, it doesn’t need to go as high as Comcast.
Still, Comcast won’t go away quietly. Like a desperate suitor, it has offered to pay Fox’s breakup fee with Disney. It may keep raising its bid to pressure Fox into a deal. That decision could land them both in court.
From AT&T and Time Warner to the hot pursuit of 21st Century Fox and Sky, media mergers are in full swing. Why now? WSJ's Amol Sharma answers all your questions about the forces driving media deals. Photo: Getty Images