Comcast Corp. delivered a letter to the Board of Directors of Twenty-First Century Fox Inc. (21CF) setting terms of a proposal for Comcast to acquire the businesses that 21CF has already agreed to sell to The Walt Disney Co. The proposal reflects a $65 billion equity value, or $35.00 per share in cash, which represents approximately 19 percent to the value of Disney’s all-stock offer.

The Walt Disney Co. and Twenty-First Century Fox Inc. (21st Century Fox) entered into a definitive agreement in December for Disney to acquire 21st Century Fox, including the Twentieth Century Fox Film and Television studios, along with cable and international TV businesses, for approximately $52.4 billion in stock.

In a letter to 21CF executives Rupert Murdoch, Lachlan K. Murdoch, Mr. James R. Murdoch, Brian L. Roberts, CEO and chairman of Comcast, wrote, “We are also highly confident that our proposed transaction will obtain all necessary regulatory approvals in a timely manner and that our transaction is as or more likely to receive regulatory approval than the Disney transaction. Accordingly, we are offering the same regulatory commitments as the ones 21CF has already obtained from Disney, including the same $2.5 billion reverse termination fee agreed to by Disney. To further evidence our commitment, we also are offering to reimburse the $1.525 billion break-up fee to be paid by you to Disney, for a total cost to Comcast of $4.025 billion, in the highly unlikely scenario that our transaction does not close because we fail to obtain all necessary regulatory approvals.”

21CF’s vote on the Disney merger proposal is scheduled for July 10.