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MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANTMay 30, 2018Dear Stockholders of The Walt Disney Company and Twenty-First Century Fox, Inc.:The Walt Disney Company, which we refer to as Disney, and Twenty-First Century Fox, Inc., which werefer to as 21CF, have entered into an Agreement and Plan of Merger, dated as of December 13, 2017, which werefer to as the combination merger agreement. Pursuant to the terms of the combination merger agreement,following the distribution (as defined below), TWC Merger Enterprises 2 Corp., a Delaware corporation andwholly owned subsidiary of Disney, will be merged with and into 21CF, which we refer to as the initial merger,and 21CF will continue as the surviving corporation in the initial merger and a wholly owned subsidiary ofDisney.Prior to the completion of the initial merger, 21CF and a newly-formed subsidiary of 21CF, which we referto as New Fox, will enter into a separation agreement, which we refer to as the separation agreement, pursuant towhich 21CF will, among other things, engage in an internal restructuring, which we refer to as the separation,whereby it will transfer to New Fox a portfolio of 21CF’s news, sports and broadcast businesses, including theFox News Channel, Fox Business Network, Fox Broadcasting Company, Fox Sports, Fox Television StationsGroup, and sports cable networks FS1, FS2, Fox Deportes and Big Ten Network, and certain other assets, andNew Fox will assume from 21CF certain liabilities associated with such businesses. 21CF will retain all assetsand liabilities not transferred to New Fox, including the Twentieth Century Fox film and television studios andcertain cable and international television businesses. Following the separation and prior to the completion of theinitial merger, 21CF will distribute all of the issued and outstanding common stock of New Fox to 21CFstockholders (other than holders that are subsidiaries of 21CF) on a pro rata basis, which we refer to as thedistribution, in accordance with terms set forth in the Distribution Agreement and Plan of Merger, dated as ofMay 7, 2018, by and between 21CF and 21CF Distribution Merger Sub, Inc., which we refer to as the distributionmerger agreement. Prior to the distribution, New Fox will pay to 21CF a dividend in the amount of 8.5 billion.New Fox will incur indebtedness sufficient to fund the dividend, which indebtedness will be reduced after theinitial merger by the amount of the cash payment, as described in the following paragraph.If the transactions are completed, each issued and outstanding share of 21CF class A common stock, parvalue 0.01 per share, and 21CF class B common stock, par value 0.01 per share (other than shares held bysubsidiaries of 21CF, which we refer to as the hook stock shares) will be exchanged automatically for0.2745 shares of Disney common stock, par value 0.01 per share. The exchange ratio may be subject to anadjustment based on the final estimate of certain tax liabilities arising from the separation and distribution andother transactions contemplated by the combination merger agreement. We refer to such adjustment as theexchange ratio adjustment. The initial exchange ratio in the combination merger agreement of 0.2745 shares ofDisney common stock for each share of 21CF common stock was set based on an estimate of 8.5 billion for thetransaction tax (as defined in the accompanying joint proxy statement/prospectus), and will be adjustedimmediately prior to the consummation of the transactions if the final estimate of the transaction tax at closing ismore than 8.5 billion or less than 6.5 billion. Such adjustment could increase or decrease the exchange ratio,depending upon whether the final estimate is lower or higher, respectively, than 6.5 billion or 8.5 billion.Additionally, if the final estimate of the tax liabilities is lower than 8.5 billion, Disney will make a cashpayment to New Fox reflecting the difference between such amount and 8.5 billion, up to a maximum cashpayment of 2 billion. As described in the accompanying joint proxy statement/prospectus under “TheCombination Merger Agreement—Tax Matters—Transaction Tax Calculation”, it is likely that the final estimateof the tax liabilities taken into account will differ materially from the amount estimated for purposes of settingthe initial exchange ratio. Accordingly, under certain circumstances, there could be a material adjustment to the
exchange ratio. Because of the exchange ratio adjustment, the number of shares of Disney common stock that21CF stockholders will receive in the initial merger cannot be determined until immediately prior to completionof the initial merger. See the section entitled “The Transactions—Sensitivity Analysis” beginning on page 93 ofthe accompanying joint proxy statement/prospectus for additional information on the sensitivity of the exchangeratio and the amount of the cash payment payable to New Fox to changes in the amount of the transaction tax.Each hook stock share will be exchanged automatically for a fraction of a share of Disney series Bconvertible preferred stock, par value 0.01 per share, equal to the exchange ratio (after giving effect to theexchange ratio adjustment) divided by 10,000 or, if the Disney board so elects in its sole discretion, a number ofshares of Disney common stock equal to the exchange ratio (after giving effect to the exchange ratio adjustment).Based on the closing price of Disney common stock of 107.61 on December 13, 2017, the last trading daybefore public announcement of the combination merger agreement, and assuming that there would be noexchange ratio adjustment, the merger consideration represented an implied value of 29.54 per share of 21CFcommon stock. Based on the closing price of Disney common stock of 102.20 on May 25, 2018, the latestpracticable date before the printing of this joint proxy statement/prospectus and assuming that there would be noexchange ratio adjustment, the merger consideration represented an implied value of 28.05 per share of 21CFcommon stock. The implied value of the merger consideration will fluctuate with the market price of Disneycommon stock. 21CF class A common stock and 21CF class B common stock are currently traded on the NasdaqGlobal Select Market under the symbol “FOXA” and “FOX,” respectively, and Disney common stock iscurrently traded on the New York Stock Exchange under the symbol “DIS.” We encourage you to obtaincurrent market quotes for 21CF common stock and Disney common stock before you determine how tovote on the proposals set forth in this joint proxy statement/prospectus.At the special meeting of Disney stockholders, Disney stockholders will be asked to consider and vote onthe following matters: a proposal to approve the issuance of Disney common stock and, if applicable, Disney series Bconvertible preferred stock, which we refer to collectively as Disney stock, to 21CF stockholdersin connection with the initial merger, which we refer to as the share issuance proposal; a proposal to approve amendments to the Restated Certificate of Incorporation of Disney, whichwe refer to as the Disney charter, to provide, among other things, that shares of Disney commonstock held by subsidiaries of Disney will not be entitled to receive dividends that are declared onthe Disney common stock (other than certain dividends in shares of Disney common stock orother equity securities), which we refer to as the Disney charter amendment proposal; and a proposal to adjourn the Disney special meeting, if necessary or appropriate, including to solicitadditional proxies if there are not sufficient votes to approve the share issuance proposal, whichwe refer to as the Disney adjournment proposal.Approval of the share issuance proposal and the Disney adjournment proposal each requires the affirmativevote of holders of a majority of the shares of Disney common stock present in person or represented by proxy atthe Disney special meeting and entitled to vote thereon. This vote will also satisfy the vote requirements ofSection 312.07 of the NYSE Listed Company Manual with respect to the share issuance proposal, which requiresthat the votes cast in favor of such proposal must exceed the aggregate of votes cast against and abstentions.Approval of the Disney charter amendment proposal requires the affirmative vote of holders of a majority of theshares of Disney common stock entitled to vote thereon.At the special meeting of 21CF stockholders, 21CF stockholders will be asked to consider and vote on thefollowing matters: a proposal to adopt the combination merger agreement, which we refer to as the combinationmerger proposal; a proposal to adopt the distribution merger agreement, which we refer to as the distribution mergerproposal;
a proposal to approve an amendment to the Restated Certificate of Incorporation of 21CF, whichwe refer to as the 21CF charter, to provide that the hook stock shares will not receive any sharesof New Fox common stock in connection with the distribution, which we refer to as the hookstock charter amendment proposal; a proposal to approve an amendment to the 21CF charter to provide for a subdivision of the issuedand outstanding shares of 21CF common stock such that the total number of shares of 21CFcommon stock issued and outstanding immediately after such subdivision is equal to the stocksplit multiple (as defined in the accompanying joint proxy statement/prospectus under “TheTransactions—Overview of the Transactions—Stock Split and Distribution”) multiplied by thetotal number of shares of 21CF common stock issued and outstanding immediately prior to suchsubdivision, which we refer to as the stock split charter amendment proposal, and, together withthe hook stock charter amendment proposal, the 21CF charter amendment proposals; a proposal to adjourn the 21CF special meeting, if necessary or appropriate, including to solicitadditional proxies if there are not sufficient votes to approve the combination merger proposal, thedistribution merger proposal or the 21CF charter amendment proposals, which we refer to as the21CF adjournment proposal; and a non-binding, advisory proposal to approve the compensation that may become payable to21CF’s named executive officers in connection with the transactions, which we refer to as thecompensation proposal.Approval of the combination merger proposal and the distribution merger proposal require the affirmativevote of holders of a majority of the outstanding shares of 21CF class A common stock and 21CF class B commonstock entitled to vote thereon, voting together as a single class. Approval of the 21CF charter amendmentproposals requires the affirmative vote of holders of a majority of the outstanding shares of 21CF class Bcommon stock entitled to vote thereon. Approval of the 21CF adjournment proposal and the compensationproposal require the affirmative vote of a majority of the votes cast thereon by holders of 21CF class B commonstock entitled to vote thereon. Holders of 21CF class A common stock are not entitled to vote on the 21CFcharter amendment proposals, the 21CF adjournment proposal or the compensation proposal.The transactions cannot be completed unless Disney stockholders approve the share issuance proposal and21CF stockholders approve the combination merger proposal, the distribution merger proposal and the 21CFcharter amendment proposals. Your vote is very important, regardless of the number of shares you own.Even if you plan to attend the 21CF special meeting or the Disney special meeting, as applicable, in person,please complete, sign, date and return, as promptly as possible, the enclosed proxy or voting instruction card inthe accompanying prepaid reply envelope or submit your proxy by telephone or the Internet prior to the 21CFspecial meeting or Disney special meeting, as applicable, to ensure that your shares will be represented at the21CF special meeting or the Disney special meeting, as applicable, if you are unable to attend. If you hold yourshares in “street name” through a bank, brokerage firm or other nominee, you should follow the proceduresprovided by your bank, brokerage firm or other nominee to vote your shares.After careful consideration, the Disney board of directors unanimously approved the combination mergeragreement and the issuance of shares of Disney stock to 21CF stockholders in connection with the initial mergerand determined that the combination merger agreement and the transactions contemplated thereby, includingthe initial merger and the issuance of shares of Disney stock to 21CF stockholders pursuant to the initialmerger, and the Disney charter amendment, are advisable and in the best interests of Disney and itsstockholders. The Disney board of directors accordingly unanimously recommends that Disney stockholdersvote “FOR” each of the share issuance proposal, the Disney charter amendment proposal and the Disneyadjournment proposal. In considering the recommendation of the Disney board of directors, you should beaware that directors and executive officers of Disney have certain interests in the transactions that may bedifferent from, or in addition to, the interests of Disney stockholders generally. See the section entitled“Interests of Disney’s Directors and Executive Officers in the Transaction” beginning on page 205 of theaccompanying joint proxy statement/prospectus for a more detailed description of these interests.
After careful consideration, the 21CF board of directors, by unanimous vote of those present, approvedthe combination merger agreement and the distribution merger agreement and determined that thetransactions contemplated thereby, including the initial merger, the 21CF charter amendments and thedistribution, are advisable, fair to and in the best interests of 21CF and its stockholders. The 21CF board ofdirectors accordingly recommends that 21CF stockholders vote “FOR” each of the combination mergerproposal, the distribution merger proposal, the 21CF charter amendment proposals, the 21CF adjournmentproposal and the compensation proposal. In considering the recommendation of the 21CF board of directors,you should be aware that directors and executive officers of 21CF have certain interests in the transactionsthat may be different from, or in addition to, the interests of 21CF stockholders generally. See the sectionsentitled “Non-Binding, Advisory Vote on Transactions-Related Compensation for 21CF’s Named ExecutiveOfficers” beginning on page 272 of the accompanying joint proxy statement/prospectus and “Interests of21CF’s Directors and Executive Officers in the Transactions” beginning on page 200 of the accompanyingjoint proxy statement/prospectus for a more detailed description of these interests.We urge you to read carefully and in its entirety the accompanying joint proxy statement/prospectus,including the Annexes and the documents incorporated by reference. In particular, we urge you to readcarefully the section entitled “Risk Factors” beginning on page 61 of the accompanying joint proxystatement/prospectus.On behalf of the boards of directors of 21CF and Disney, thank you for your consideration and continuedsupport.Sincerely,Rupert MurdochExecutive ChairmanTwenty-First Century Fox, Inc.Robert A. IgerChairman and Chief Executive OfficerThe Walt Disney CompanyNEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIESCOMMISSION HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THEATTACHED JOINT PROXY STATEMENT/PROSPECTUS OR THE SECURITIES TO BE ISSUEDPURSUANT TO THE INITIAL MERGER UNDER THE ATTACHED JOINT PROXY STATEMENT/PROSPECTUS NOR HAVE THEY DETERMINED IF THE ATTACHED JOINT PROXYSTATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE.The accompanying joint proxy statement/prospectus is dated May 30, 2018 and is first being mailed to 21CFand Disney stockholders on or about June 1, 2018.
THE WALT DISNEY COMPANY500 SOUTH BUENA VISTA STREETBURBANK, CALIFORNIA 91521NOTICE OF SPECIAL MEETING OF STOCKHOLDERSDear Stockholders of The Walt Disney Company:You are cordially invited to attend a special meeting of The Walt Disney Company (“Disney”) stockholders.The special meeting will be held on July 10, 2018, at 10:00 a.m. (Eastern Time), at the New Amsterdam Theatre,214 West 42nd Street, New York, NY 10036, to consider and vote on the following matters:1.a proposal to approve the issuance of Disney common stock, par value 0.01 per share, and, ifapplicable, Disney series B convertible preferred stock, par value 0.01 per share, to stockholders ofTwenty-First Century Fox, Inc. (“21CF”) contemplated by the Agreement and Plan of Merger, dated asof December 13, 2017, as amended as of May 7, 2018 and as may be amended from time to time, byand among 21CF, a Delaware corporation, Disney, a Delaware corporation, TWC Merger Enterprises 2Corp., a Delaware corporation and a wholly owned subsidiary of Disney, and TWC Merger Enterprises1, LLC, a Delaware limited liability company and a wholly owned subsidiary of Disney, a copy ofwhich is attached as Annex A, and an amendment to which is attached as Annex B, to theaccompanying joint proxy statement/prospectus (referred to as the “share issuance proposal”);2.a proposal to approve certain amendments to the Restated Certificate of Incorporation of Disney(referred to as the “Disney charter”) as described in the accompanying joint proxy statement/prospectusand the certificate of amendment to the Disney charter, a copy of which is attached as Annex F to theaccompanying joint proxy statement/prospectus (referred to as the “Disney charter amendmentproposal”); and3.a proposal to approve adjournments of the Disney special meeting, if necessary or appropriate, tosolicit additional proxies if there are insufficient votes at the time of the Disney special meeting toapprove the share issuance proposal (referred to as the “Disney adjournment proposal”).The record date for the Disney special meeting is May 29, 2018. Only stockholders of record of Disney as ofthe close of business on May 29, 2018, which we refer to as the Disney record date, are entitled to notice of, andto vote at, the Disney special meeting. The acquisition of 21CF cannot be completed unless the holders of amajority of the shares of Disney common stock present in person or represented by proxy at the Disney specialmeeting and entitled to vote at the meeting approve the share issuance proposal. Your vote is very important,regardless of the number of shares of Disney common stock that you own.The Disney board of directors unanimously recommends that you vote “FOR” each of the shareissuance proposal, the Disney charter amendment proposal and the Disney adjournment proposal. Inconsidering the recommendation of the Disney board of directors, you should be aware that directors andexecutive officers of Disney have certain interests in the transactions that may be different from, or inaddition to, the interests of Disney stockholders generally. See the section entitled “Interests of Disney’sDirectors and Executive Officers in the Transaction” beginning on page 205 of the accompanying jointproxy statement/prospectus for a more detailed description of these interests.EVEN IF YOU PLAN TO ATTEND THE DISNEY SPECIAL MEETING IN PERSON, PLEASECOMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXYCARD OR VOTING INSTRUCTION CARD IN THE ACCOMPANYING PREPAID REPLYENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET PRIOR TO THE
DISNEY SPECIAL MEETING TO ENSURE THAT YOUR SHARES OF DISNEY COMMON STOCKWILL BE REPRESENTED AT THE DISNEY SPECIAL MEETING IF YOU ARE UNABLE TOATTEND. IF YOU HOLD YOUR SHARES IN “STREET NAME” THROUGH A BANK, BROKERAGEFIRM OR OTHER NOMINEE, YOU SHOULD FOLLOW THE PROCEDURES PROVIDED BY YOURBANK, BROKERAGE FIRM OR OTHER NOMINEE TO VOTE YOUR SHARES. IF YOU ATTENDTHE DISNEY SPECIAL MEETING AND VOTE IN PERSON, YOUR VOTE
following the distribution (as defined below), TWC Merger Enterprises 2 Corp., a Delaware corporation and wholly owned subsidiary of Disney, will be merged with and into 21CF, which we refer to as the initial merger, . subdivision, which we refer to as the stock spli
