Rupert Murdoch might also be willing to part with key assets because Fox's legacy movie and television business has become increasingly challenged, according to two other media industry veterans.
Technology companies, including Apple Inc., Amazon.com, Netflix and Google, are focusing more on creating movies and serialized TV shows for their own streaming services. Netflix plans to release 80 original movies in 2018. Apple is planning to spend $1 billion on original video next year -- deep pockets that medium-sized players soon might struggle to replicate.
Meanwhile, theatrical film attendance has been on the decline for the last decade in the United States and Canada. Wall Street analysts have long predicted that one or more studios might disappear as attendance continues to shrink.
"Rupert is 86; he might finally recognize that he's mortal. Getting Walt Disney Co. stock, and not having to pay capital gains, is a pretty strong rationale to do this deal," one longtime Murdoch ally said.
The Murdochs would be following in the footsteps of other businessmen who have added lucrative Disney shares to their portfolios by selling their companies. Apple co-founder Steve Jobs became the largest individual shareholder in the entertainment giant after he sold Pixar Animation Studios to Disney for $7.4 billion in 2006. In February, the trust that controls the stake in Disney held by Steve Jobs' widow, Laurene Powell Jobs, disclosed that it had cut its holdings in the company by roughly half to 4 percent.
For its part, Disney appears interested in the Fox assets because the Burbank company understands that its longtime business of selling its content to pay-TV providers and others may have peaked.
"Consumer habits have changed, and so media companies have to evolve as well," said Mike Kelly, former chief executive of the Weather Channel who runs a media investment and advisory firm in New York. "Companies like Fox and Disney are finding that they need to skip the middleman and go directly to consumers."
Disney in August unveiled plans to launch two direct-to-consumer streaming services: an ESPN-branded service to roll out next year and a movie and TV service to debut in 2019.
Buying Fox's film studio would allow Disney to control such lucrative franchises as "Avatar" and Marvel's "Deadpool" and "X-Men," which are produced and distributed by Fox, as well as "Ice Age" animated movies.
Fox also has built a stronger television studio than Disney's ABC Studios. Fox produces such hits as "The Simpsons," "Family Guy," "Modern Family" for ABC and "This is Us" for NBC. Inheriting Fox's TV pipeline would give Disney more popular television titles and relationships with prominent show creators.