EUROPEAN COMMISSION DG Competition

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 26/06/2024

In electronic form on the EUR-Lex website under document number 32024M11523

EUROPEAN COMMISSION

Brussels, 26.6.2024 C(2024) 4561 final

PUBLIC VERSION

Warner Bros. Discovery 230 Park Avenue South New York City New York, 10003 United States of America

The Walt Disney Company 500 S Buena Vista St Burbank, CA 91521 United States of America

FOX Corporation 10201 West Pico Boulevard Los Angeles, CA 90064 United States of America

Dear Sir or Madam,

(1) On 3 June 2024, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation, by which Warner Bros. Discovery (“WBD”, UNITED STATES), The Walt Disney Company (“TWDC”, UNITED STATES) and FOX Corporation (“FOX”, UNITED STATES),(together, the “Parties”) will acquire within the meaning of Article 3(1)(b) and 3(4) of the Merger Regulation joint control of a greenfield Joint Venture (“JV”). The concentration is accomplished by way of purchase of shares in a newly created 3 company constituting a joint venture.( )

1() OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’). With effect from 1 December 2009, the Treaty on the Functioning of the European Union (‘TFEU’) has introduced certain changes, such as the replacement of ‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology of the TFEU will be used throughout this decision.

2() OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’).

3() OJ C, C/2024/3679, 07.06.2024.

Commission européenne/Europese Commissie, 1049 Bruxelles/Brussel, BELGIQUE/BELGIË – Tel. +32 22991111

(2) The business activities of the undertakings concerned are the following:

– WBD is a global media and entertainment company that combines the WarnerMedia Business’s entertainment, sports and news assets with Discovery’s non-fiction and international entertainment and sports businesses, thus offering audiences a differentiated portfolio of content, brands and franchises across television, film, streaming and gaming,

– TWDC comprises Disney Entertainment, ESPN, and Disney Experiences. Disney Entertainment includes the company’s global portfolio of entertainment media and content. ESPN includes ESPN networks, ESPN+, and the company’s international sports channels. Disney Experiences offers Disney-themed activities and products beyond audio-visual content,

– FOX produces and delivers news, sports and entertainment content through its brands, including FOX News Media, FOX Sports, FOX Entertainment, FOX Television Stations and Tubi Media Group.

(3) The business activities of the JV will be the following: develop, launch, and operate a new, sports-centric Virtual Multichannel Video Programming Distributor (the “Platform”) that shall distribute solely in the United States certain channels that offer sports programming and sports streaming services distributed by the Parties. The Platform intends to offer subscribers in the United States a new way to access the Parties’ sports-centric content, in addition to the Parties’ current offerings.

(4) After examination of the notification, the European Commission has concluded that the notified operation falls within the scope of the Merger Regulation and of paragraph 5(a) of the Commission Notice on a simplified treatment for certain 4 concentrations under Council Regulation (EC) No 139/2004. ( )

4() OJ C 160, 5.5.2023, p. 1 (the ‘Notice on a simplified treatment’).

(5) For the reasons set out in the Notice on a simplified treatment, the European Commission has decided not to oppose the notified operation and to declare it compatible with the internal market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the Merger Regulation and Article 57 of the EEA Agreement.

For the Commission

(Signed) Olivier GUERSENT Director-General

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