Media giant 21st Century Fox Inc made an $US80 billion offer for Time Warner Inc last month but was rebuffed, according to a person familiar with the matter.
21st Century Fox made the cash-stock offer, valued at $US85 per share, in a letter to Time Warner, which the company's board rejected.
If consummated, the merger would be Rupert Murdoch's biggest deal yet and would catapult the combined entity to the top of the media food chain, making it the world's largest media group by revenue.
Time Warner's lucrative cable channels, including TNT, TBS and HBO, would be part of a portfolio with 21st Century Fox's FX, Fox News and the Fox broadcast network. The companies also would have the dominant film and TV studio business if Warner Bros and Twentieth Century Fox were under one roof.
Shares of Time Warner jumped 17% in premarket trading to $US83.10. Fox shares added 24 cents to $US35.40.
The offer was first made orally in June and then with a formal letter in July. Time Warner rejected the offer curtly, after chief executive Jeff Bewkes took the proposal to the board. Since then, Time Warner has been unwilling to engage with Fox, according to people familiar with the situation.
Fox has suggested that synergies of a combination could be worth more than a billion dollars, but it wanted to have discussions to fully ascertain value of those savings and Time Warner hasn't been willing to talk, one of the people said.
Fox proposed selling off CNN, the one Time Warner asset it felt regulators would balk at being combined with Fox, which already owns Fox News channel, a CNN competitor. Otherwise, Fox was proposing buying all of Time Warner, although the Time Warner and Fox movie studios would remain separate in the deal.
The offer -- which was 40 per cent cash and the rest in stock -- values Time Warner at 12.6 times the company's past 12 months of earnings before interest, taxes, depreciation and amortisation, a person said. It would be financed by Goldman Sachs and additional banks, the person said.
The New York Times earlier reported that 21st Century Fox made an offer to Time Warner that was rejected.
Wall Street has been watching for mergers to unfold in the media industry in response to consolidation among major pay-TV distributors, especially Comcast Corp's pending takeover of Time Warner Cable.
Many of the most logical deals, according to analysts and investment bankers, would involve smaller players like Food Network-owner Scripps Networks Interactive Inc. and AMC Networks who need to bulk up to gain leverage in negotiations with distributors.
But they haven't ruled out that moguls like 21st Century Fox's Rupert Murdoch would look to do a blockbuster deal. Time Warner, after years of spinning off or selling various parts of the company -- from AOL to Time Warner Cable to Time Inc -- is viewed as an attractive potential target that is now a pure TV and movie company. Some analysts and investment bankers have in recent weeks said 21st Century Fox could make a bid for the company.
A merger of the two media giants could face some significant antitrust scrutiny, analysts say. They would have enormous control, for example, over the TV shows and movies that get produced. In discussing the scenario of a 21st Century Fox-Time Warner deal, some investment bankers have said the companies would likely consider selling off CNN so that it wouldn't be under the same roof as Fox News.
21st Century Fox is seen able to make a large acquisition because of its balance sheet. 21st Century Fox currently has $5.5 billion in cash at its disposal and the possibility for $US9 billion to $US10 billion more, after taxes, should it complete a plan it is pursuing to sell its satellite-TV holdings in Europe.
"However improbable it may seem, one cannot overlook this megadeal given its immense financial benefits that dovetail with a number of strategic benefits," Janney Capital Markets analyst Tony Wible said last month. The companies each own powerful cable channels and production studios, and control valuable rights to sporting events including the World Series, NCAA Final Four and the NBA Finals.
21st Century Fox is a sister company of News Corp Australia, owner and publisher of Eureka Report.