The decision leaves Disney as the remaining bidder for the film and TV assets
US cable giant Comcast has dropped out of a bidding war for 21st Century Fox's film and television assets, leaving Disney as the sole remaining bidder.
However, Comcast says it will continue bidding for the British company Sky.
Last week, Comcast upped its offer for Sky to £26bn (€29bn) - outbidding Rupert Murdoch's 21st Century Fox itself, which currently owns 39% of the British broadcaster.
21st Century Fox is seeking to gain control of Sky, although the bid has faced regulatory hurdles in the UK - with the British government saying Fox would need to divest Sky News to Disney or another buyer if successful in its bidding.
Disney and Comcast, meanwhile, had been engaged in a bidding war in the US for the 21st Century Fox assets - with Disney having recently increased its offer to $71.3bn (€61.5bn).
Fox News is not included in the deal.
The Fox assets include Hollywood studio 20th Century Fox - which is behind blockbusters such as X-Men and Ice Age - and TV networks such as National Geographic.
In a statement, Comcast said: "Comcast does not intend to pursue further the acquisition of the Twenty-First Century Fox assets and, instead, will focus on our recommended offer for Sky."
The corporation's CEO Brian Roberts added: “I’d like to congratulate Bob Iger and the team at Disney and commend the Murdoch family and Fox for creating such a desirable and respected company."
The US Justice Department has approved Disney's 21st Century Fox bid, on the condition that it sells 22 regional sports networks to ensure that ensure that "sports programming competition is preserved in the local markets".
If it goes ahead, the bid would see Disney continue to grow into an entertainment giant - with 20th Century Fox joining studios such as Pixar, Marvel Studios and Lucasfilm under Disney ownership.