Fox agreed in December to sell its film and TV studios, cable channels including FX and National Geographic and other assets to Burbank, California-based Disney in an all-stock deal, valued at roughly $52 billion. Disney and Fox would control 50 percent of the box office if they joined forces.
Comcast did not provide specific details of the offer but made it clear that the terms of the bid would be at least as favorable to Fox shareholders as Disney's offer.
Comcast said Wednesday that it's in the "advanced stages" of making an offer.
CNBC notes that, while Comcast plans to outbid Disney, Fox's owners may ultimately side with the latter, due to an offer for a tax-free spin off of the company.
Comcast shares were down 2 percent at $31.83 while Disney was down 0.7 percent at $103.26 in premarket trading. If Comcast makes an official offer, it could lead to an all-out bidding war with Disney, putting Disney's previous agreement to purchase Fox is jeopardy.
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The UK's Culture Secretary Matt Hancock, who will rule on whether the Fox takeover of Sky could potentially proceed, said earlier this week that he was "not minded" to refer the Comcast offer to the Competition and Markets Authority (CMA) for deeper scrutiny on public interest grounds.
The US government is now suing to block a merger between Time Warner, and the telecoms giant AT&T.
Fox and Disney didn't immediately comment.
"In addition, our directors, though, of course are aware of their fiduciary duties on behalf of all shareholders", he said. For now, Comcast strictly seems interested in the company's entertainment division.
Watch this space folks, this one sounds to me like it could drag out for a lot longer than we first thought. More than a decade ago, as the newly installed CEO and the son of Comcast founder Ralph Roberts, he spearheaded an unsolicited $52 billion offer for Disney in 2004, well before NBCUniversal had entered the fold. "We have a terrific company with a strong portfolio of businesses and will continue to focus on driving growth, innovating, creating great content, and providing excellent experiences for our customers".