Comcast has offered $35 (£26.17) per share in an all-cash offer to buy Twenty-First Century Fox, topping Disney's previous offer by 19 per cent.
Comcast, which is the largest US cable TV provider, said its offer totals at around $65bn. Disney previously made a $52.4bn all-stock offer to Fox, which was accepted in December.
The news comes as AT&T was granted court approval in the US to buy Time Warner for $85bn late last night, in what was widely seen as a signal that Comcast would likely receive similar approval to acquire Fox.
The bid for Twenty-First Century Fox includes the group's movie studio, all of Fox's televison networks, and the company's stakes in Hulu, Sky and Star TV. Fox Broadcasting, Fox News and Fox Sports are not part of the deal.
The lack of a breakup fee, a previous dealbreaker for Fox on Comcast's offer, has also been resolved in tonight's proposal and valued at $2.5bn.
Still on the cards is Comcast's £22bn offer for the rest of Sky that Fox doesn't already own from April, following on from a takeover bid by Fox at £10.75 a share in 2016.
Culture secretary Matt Hancock gave his approval for the Comcast bid on Sky to go ahead in May, saying he was "not minded" to intervene.
This story is being updated.