News Ltd has made a $1.97 billion takeover bid for James Packer's Consolidated Media Holdings.
ConsMedia owns 25 per cent of Foxtel and has a 50 per cent stake in Fox Sports.
Foxtel is half owned by Telstra, with Rupert Murdoch's News Corporation and ConsMedia each holding a 25 per cent stake.
Meanwhile, Fox Sports is a 50:50 partnership between ConsMedia and News Corp.
News has offered $3.50 for each Cons Media share, valuing the media company, which is controlled by James Packer's Consolidated Press Holdings, at $1.966 billion.
The offer is subject to several conditions, including approval from the competition watchdog.
Cons Media said it will work constructively with News on the takeover proposal.
"CPH welcomes News' proposal and looks forward to (Cons Media) and News working together to address the detailed terms and conditions," Mr Packer said in a statement.
CPH considers the offer price to be fair will support the proposal in the absence of a superior cash offer, he said.