The deal is already under scrutiny by the UK Competition and Markets Authority (CMA), which is expected to publish its provisional findings in January.
It is not clear whether Disney will continue with the takeover if it buys the 39% stake from 21st Century Fox as part of the wider transaction.
The assets being sold by Fox include its FX and National Geographic cable channels, 22 regional US sports networks and the company’s stake in the Hulu streaming platform in the US.
It would also add to Disney’s extensive movie and TV library, with movies such as Avatar and Deadpool, as well as small screen hits including The Simpsons and Modern Family.
The Fox broadcast network, Fox News and Fox Sports would remain under the Murdochs’ control.
As well as its film studio, Disney also owns the ESPN sports network and cable channels.
Rupert Murdoch’s decision to sell most of Fox has surprised many commentators given his desire to continually expand his media empire over the past five decades.
Talks were understood to have been held between the two companies in November but did not result in an agreement.
Shares in Disney rose 0.5% in New York on December 12, valuing the company at $162 billion, while 21st Century Fox added 1%, valuing it at $62.6 billion.
Fox shares have jumped by close to a third over the past three months.
21st Century Fox has confirmed that Rupert Murdoch’s son, James, will take over as chief executive from his father on July 1.
Rupert Murdoch, 84, will become executive co-chairman, along with his other son Lachlan, who is currently co-chairman.
He said in a statement that his sons would “strive to take our company to new levels of growth”.
The current president, Chase Carey, will act as executive vice-president until June 2016.
Rupert Murdoch is still expected to have the final say in decisions at the company, which owns the broadcaster Fox News as well as the 20th Century Fox film studio.
It was split off from Rupert Murdoch’s less profitable newspaper business, News Corporation, two years ago.
Rupert Murdoch said: “It has always been our priority to ensure stable, long-term leadership for the company, and these appointments achieve that goal.
“Lachlan and James are each talented and accomplished executives and together, we, as shareholders and partners, will strive to take our company to new levels of growth and opportunity at a time of dynamic change in our industry.”
James Murdoch, 42, and his brother Lachlan Murdoch, 43, said in a joint statement they were both “humbled” by the opportunity to lead the company with their father and the executive team.
Chase Carey, a respected media executive, has been president and chief operating officer since 2009.
It is thought that Chase Carey’s continued presence on the board will reassure investors.
Shares in 21st Century Fox have fallen almost 13% since the start of this year, but are more than 100% higher than in June 2010.
Rupert Murdoch will step down as 21st Century Fox CEO, sources close to the company say.
His son James will take over the role, while his other son Lachlan will become executive co-chairman.
Rupert Murdoch, 84, will remain as executive chairman at the company and still have the final say in matters.
The company said the matter of succession would be discussed at the next board meeting.
It would not comment further.
James Murdoch, 42, has been acting as co-chief operating officer at Fox after leaving his job running BSkyB. His new role will entail running the day-to-day business of Fox.
As executive co-chairman, Lachlan Murdoch will effectively be James’ boss.
COO Chase Carey will step down and take on a role as adviser to the company.
21st Century Fox was created two years ago after being split up from Rupert Murdoch’s less profitable media company, News Corp.
It owns the Fox Hollywood studios and television businesses.
In Q1 2015, 21st Century Fox reported net income of $975 million, while News Corp, which owns the Wall Street Journal, The Times and The Sun, made a profit of $23 million.
21st Century Fox has withdrawn its bid to purchase entertainment giant Time Warner for an estimated $80 billion.
Time Warner rejected Fox’s initial offer in July.
Rupert Murdoch’s company wrote in a statement that Time Warner had “refused to engage with us to explore an offer which was highly compelling”.
It added that the reaction in the company’s share price since the proposal was unveiled undervalued Fox.
Fox’s share price has declined by 11% since news of the takeover was revealed.
21st Century Fox has withdrawn its bid to purchase Time Warner for an estimated $80 billion
Meanwhile shares in Time Warner plunged more than 11% in after-hours trading after the surprise news of the withdrawal was announced.
“Time Warner’s Board and management team are committed to enhancing long-term value and we look forward to continuing to deliver substantial and sustainable returns for all stockholders,” said Time Warner in a statement.
A merger between the two giants would have significantly altered the media industry in the US and created one of the world’s largest media conglomerates.
Time Warner owns several lucrative cable channels – including HBO, TNT, and TBS – whereas Fox is the owner of the dominant Fox News channel in the US.
The acquisition offer was seen as a way for Fox to stay competitive as other big players in the industry, including Comcast and AT&T, also engage in mergers and take over offers.
Some observers wondered if the withdrawal was just a ploy by Rupert Murdoch to drive Time Warner’s share price lower as part of his larger takeover strategy.
As part of the announcement, Fox also said it would authorize a $6 billion share repurchase program.
That pleased investors, who sent shares in the company up over 7% in trading after markets were closed.
Both companies are set to report their second-quarter earnings on Wednesday.
Time Warner has rejected an initial takeover approach from rival 21st Century Fox estimated at $80 billion.
The takeover approach by the Rupert Murdoch owned company was made last month, it was revealed.
21st Century Fox confirmed in a statement on Wednesday that its offer for Time Warner had been rejected.
It added it was not currently in talks with Time Warner about pursuing the deal further.
Time Warner has rejected an initial takeover approach from rival 21st Century Fox estimated at $80 billion
“21st Century Fox can confirm that we made a formal proposal to Time Warner last month to combine the two companies,” the company said.
“The Time Warner board of directors declined to pursue our proposal. We are not currently in any discussions with Time Warner.”
21st Century Fox owns movie studio 20th Century Fox and cable news channel Fox News.
According to the New York Times, Fox offered to sell Time Warner-owned CNN as part of the takeover deal proposal for its rival in order to clear any objections US regulators might have had to the deal.
A statement released by Time Warner said after lengthy discussions it had decided it was not in its best interests or those of its shareholders to accept the proposal or to pursue any further discussions with Fox.
Time Warner’s share price jumped some 16.35% higher in the first 20 minutes of trade on the New Stock Exchange to $82.62 per share.
Rupert Murdoch has appointed his sons Lachlan and James to top roles at his media and entertainment empire News Corp and 21st Century Fox.
Lachlan Murdoch returns to the Murdoch empire as co-chairman of News Corp and 21st Century Fox, having previously stood back to focus on his own businesses.
Meanwhile, younger son James Murdoch was appointed co-chief operating officer at 21st Century Fox.
After the phone hacking scandal, James Murdoch quit as executive chairman of News International in 2012.
Rupert Murdoch has appointed his sons Lachlan and James to top roles at News Corp and 21st Century Fox (photo Getty Images)
News Corp is one of the world’s biggest media organizations, and owns newspaper titles The Times, Sun, and the Wall Street Journal.
News Corp split from 21st Century Fox in 2013. The business owns broadcaster Fox News in the US and British Sky Broadcasting in the UK.
Rupert Murdoch, who went through a high-profile split with wife Wendi Deng last year, said Lachlan was a “talented executive” with a “rich” knowledge of the business.
Lachlan Murdoch will report to Chase Carey, chief executive at 21st Century Fox.
Rupert Murdoch said: “I am very pleased he is returning to a leadership role at the company, where he will look closely with me, Chase, James and rest of the board of directors to drive continued growth for years to come.”
He also said he was “pleased” to promote James into the “important role”.
There is reportedly no new role for Rupert Murdoch’ third sibling, Elisabeth.
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