CMCSA Comcast Corporation

By Anne Steele, Ben Fritz and Dana Mattioli 

Comcast Corp. on Thursday said it agreed to buy DreamWorks Animation SKG Inc. for about $3.8 billion, a deal that could make the cable giant a rival to Walt Disney Co. in the lucrative family-entertainment business.

In the transaction, expected to close by the end of the year, DreamWorks Animation stockholders will receive $41 in cash for each DreamWorks share.

The purchase price is a premium of 27% over DreamWorks' close on Wednesday and a premium of 51% over its closing price on Tuesday, before The Wall Street Journal reported the companies were in merger talks.

DreamWorks will operate under Comcast's NBCUniversal in its Universal Filmed Entertainment Group, which includes Universal Pictures, Fandango, and NBCUniversal Brand Development.

DreamWorks Animation co-founder Chief Executive Jeffrey Katzenberg will become chairman of DreamWorks New Media, which will be comprised of the company's ownership interests in Awesomeness TV and NOVA.

Mr. Katzenberg has been seeking a buyer for his studio, one of the last in Hollywood not part of a larger conglomerate, for several years.

"NBCUniversal is the perfect home for our company," said Mr. Katzenberg.

The pact includes a $200 million reverse breakup fee related to antitrust approval, according to Comcast filings. Comcast also said the deal is valued at $4.1 billion including the assumption of debt.

Comcast's Universal Pictures studio has enjoyed success in recent years with its animated "Despicable Me" and "Minions" movies but is still a relatively small player.

Its parent company, though, has been moving aggressively to mimic Disney by using its animation properties to build out its consumer products and theme parks businesses, a strategy that could be accelerated by the addition of DreamWorks, which makes the "Shrek," "Kung Fu Panda," and "Madagascar" movies, among others.

The deal will also add DreamWorks' classic media library, including "Where's Waldo," "Casper," "Lassie," and "Rudolph The Red-Nosed Reindeer" to NBCUniversal's portfolio

The Justice Department and the Federal Trade Commission will decide which agency reviews the transaction from an antitrust perspective, according to the Comcast filing. The transaction doesn't require Federal Communications Commission approval.

In 2014, DreamWorks held talks with Japan's SoftBank Corp. and toy maker Hasbro Inc. More recently it has held discussions with potential buyers in China, said people close to the company.

Several box-office flops between 2012 and 2014 forced the company in early 2015 to lay off 500 employees, close a Northern California operation and cut its feature-film output to two movies a year, from three.

DreamWorks is in the midst of a multiyear deal to produce hundreds of hours of television for Netflix Inc.and has recently enjoyed success with digital video company AwesomenessTV, which it acquired in 2013.

Shares of Comcast rose 16 cents to $61.46 in early trading while DreamWorks shares jumped 24% to $39.90.

Write to Anne Steele at Anne.Steele@wsj.com

(END) Dow Jones Newswires

April 28, 2016 10:28 ET (14:28 GMT)

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