Disney and 21st Century Fox stockholders approved Disney’s buy of Fox nonbroadcast assets (see 1806270032) Friday, the companies said. The proposals included adopting the agreement to combine and the deal to spin off the new Fox company containing Fox’s regional sports networks, they said. "Completion of the transaction is subject to a number of non-U.S. merger and other regulatory reviews, and other customary closing conditions."
It’s an “understatement to say” NXP Semiconductors is “disappointed in the outcome of the regulatory approval process in China” that doomed Qualcomm’s $44 million NXP buy (see 1807250062), said NXP CEO Rick Clemmer on a Thursday earnings call. The combined Qualcomm/NXP would have “represented the true semiconductor industry powerhouse,” he said. NXP’s mission now is not to “dwell on what could have been” but to “focus on what we can do to accelerate and expand our leadership,” said Clemmer. Amid questions about “the level of commitment of the NXP executive management team” now that the Qualcomm deal died 21 months after its inception, “the management team, including Peter and myself, are fully committed to continue to drive the future success of NXP,” said Clemmer, referring to Chief Financial Officer Peter Kelly. NXP took an estimated $31 million hit in Q2 from the Commerce Department’s ban on materials shipments to ZTE that caused disruptions to NXP’s RF power components business “and to a lesser degree our digital networking and other businesses,” said Clemmer. Shipments to ZTE have resumed and will “hopefully continue” as normal for the rest of the year, said Kelly. Clemmer suggested Chinese regulatory authorities refused to approve the Qualcomm buy in retaliation for the ZTE ban because it “was considered to be one of the factors in the discussions with the Chinese relative to the regulatory approval process.” Clemmer finds it quite surprising “that the Chinese made the decision they did, not to actually approve the transaction, given that ZTE was brought back to life” by the Trump administration and Congress, he said. Representatives of China’s Foreign Ministry didn’t comment Friday, nor did Qualcomm, which Thursday blamed the NXP deal's demise on the "geopolitical environment" (see 1807260005).
Comcast ended its bidding for Fox's nonbroadcast assets (see 1807190022) when it decided it "couldn't build enough shareholder value" to justify the cost, CEO Brian Roberts said in a Q2 earnings call Thursday. He said Sky, for which it's vying with Disney (see 1807120001), "will fit well." He said Comcast's focus on connectivity means it's increasingly investing for its xFi service, and it now offers 1 GB speeds across virtually its entire footprint. Comcast Cable CEO David Watson said the company is putting more focus on expanding its broadband-only customer segment. Asked about growth of virtual MVPDs, Roberts said Comcast is "benefiting more from that competition than we're losing," with NBCUniversal having more distributors and through increased data traffic the company is seeing. For Q2, Comcast revenue rose 2.1 percent to $21.7 billion from the year-ago quarter, it said. The 260,000 added broadband customers gave it one of the highest Q2 results in 10 years, it said. The operator ended the quarter with 21.1 million residential video customers, down 136,000; 24.4 million residential broadband customers, up 226,000; and 10.2 million residential voice customers, down 32,000. Its Xfinity Mobile service ended the quarter with 781,000 subscribers, up 204,000. Comcast shares closed Thursday up 4 percent to $34.75. BTIG analyst Walt Piecyk wrote investors that losses from Comcast's wireless business since its May 2017 launch have topped $1.2 billion, while subscriber growth seems to have flattened out at 200,000 per quarter, lower than expected. He said Comcast isn't likely to end its wireless push given the 5G threat to wired broadband, and it makes sense for Comcast to build a wireless network atop its growing fiber investments.
Qualcomm will terminate its agreement to buy NXP Semiconductors when the deal expires at the end Wednesday, CEO Steve Mollenkopf said, accompanying release of results for the quarter ended June 24. Qualcomm will buy back up to $30 billion worth of stock, he said. Buying NXP would have created “the semiconductor engine for the connected world,” said Mollenkopf announcing the $38 billion deal in October 2016 (see 1610270028).
Comcast will likely end up Sky's buyer, but at a significant premium after more bidding by Disney, The Diffusion Group's Rob Silvershein blogged Tuesday. TDG said Disney is unlikely to walk away and build its European streaming presence from scratch, and Comcast's forcing Disney to spend to bid up the Fox entertainment assets points to there not being a backroom deal to split Fox assets. The analyst said Disney likely sees winning the Sky bidding as pushing a big rival out of the European streaming market. The cable operator needs Sky more than Disney does, needing a European footprint, he said: Comcast CEO Brian Roberts' bidding war was a smart gamble since the higher price Disney is paying limits its ability to counter an aggressive Comcast offer for Sky. Disney didn't comment Wednesday.
The FTC won't take antitrust enforcement action against AT&T’s buy of internet advertising company AppNexus, the agency announced (see 1806250036).
T-Mobile and Sprint representatives said they met with various FCC officials on their proposed deal. Among those in the meeting were David Lawrence, director of the T-Mobile/Sprint Transaction Team, and deputy directors Kate Matraves and Charles Mathias. Executives also met with General Counsel Tom Johnson and Wireless Bureau Chief Don Stockdale. The companies asked for expeditious review, said a filing Thursday in docket 18-197. “The parties mostly discussed process and timing issues, but did touch on a few substantive matters in response to questions from FCC staff,” the filing said. “Applicants reviewed some of the major benefits of the transaction as set forth in the Executive Summary of their Public Interest Statement. ... T-Mobile noted that it has a stellar track record in achieving transaction benefits, having met or exceeded projections it made in its applications to acquire MetroPCS.”
The FCC set the pleading cycle on T-Mobile’s proposed buy of Sprint in an order released Wednesday. Petitions to deny are due Aug. 27, oppositions Sept. 17 and replies Oct. 9, in docket 18-197. The two filed a 678-page public interest statement supporting the deal a month ago (see 1806190062). They likely face a tough road to regulatory approval (see 1807170041). The FCC said preliminary review of the applicants’ submitted data indicates that “in counties in which there is geographical overlap, New T-Mobile would hold a maximum of 361.7 megahertz of spectrum.” Sprint will hold its quarterly results call Aug. 1 at 8:30 a.m. EDT, the carrier said separately Wednesday.
Expediting the appeal of a district judge's approval of AT&T's buy of Time Warner is needed to prevent "irreparable injury," DOJ said in a docket 18-5214 unopposed motion (in Pacer) filed Wednesday with the U.S. Court of Appeals for the D.C. Circuit. Every day that passes where AT&T and TW can weave together the two businesses "make[s] it more difficult for this Court and the district court on remand to unwind the merger and preserve competition," DOJ said. It said the public has an interest in quick resolution that will further clarify law governing vertical deal reviews, especially given an expected wave of such combinations in the media and telecom industries. The agency said U.S. District Judge Richard Leon's approval of the deal (see 1806120060) was in error when he effectively discarded "well-accepted and non-controversial economic principles of bargaining." It said the lower court was reversible when it ignored "economic reasoning" that New AT&T is less vulnerable to economic harm in the event of a blackout of its content on a rival MVPD system and thus New AT&T can and will hold out for higher fees than it would have before the transaction. Justice said the lower court made a reversible error in ignoring that New AT&T would maximize its corporate-wide profit instead of having Turner and DirecTV operate independently at the expense of overall New AT&T profit. The department said AT&T wasn't opposed to a schedule that would have the government's opening brief due Aug. 6, AT&T's due Sept. 20, the government's reply brief due Oct. 11 and final briefs due Oct. 18. DOJ requested oral argument "as soon as practicable" after briefing.
With no regulatory problems regarding Fox's proposed buy of Sky, "it is now a matter for the Sky shareholders to decide whether to accept [Fox's] bid," U.K. Secretary of State-Digital, Culture, Media Jeremy Wright said Thursday, approving the deal a day after Comcast made a new offer for Sky. Wright said he agrees with the previous culture secretary of state, whom he replaced this week, that the deal doesn't raise public interest concerns (see 1806050003). Comcast Wednesday said it increased its cash offer to 14.75 British pounds ($19.48) per share, topping the 14 pounds offer Fox made earlier this week (see 1807110031). Comcast said Sky's independent committee was recommending its bid and Sky is "an outstanding company and a great fit." It said it already received regulatory approvals for a Sky deal from the EU, Austria, Germany, Italy and Jersey, and it expects to close on Sky by October. Fox didn't comment Thursday. Senate Consumer Protection Subcommittee ranking member Richard Blumenthal, D-Conn., and three other senators urged the DOJ Antitrust Division Wednesday to review Comcast's bid for much of Fox (see 1807120049).