TIDMNCRA
RNS Number : 1324H
News Corporation
14 June 2013
News Corporation
N E W S R E L E A S E
FOR IMMEDIATE RELEASE
News Corporation and the new News Corporation Execute PREVIOUSLY
ANNOUNCED Stockholder Rights Agreements
NEW YORK, NY, June 14, 2013 - News Corporation (NASDAQ: NWS,
NWSA; ASX: NWS, NWSLV) (the "Company") and new News Corporation
today announced that, in advance of the separation of the Company
into two distinct publicly traded companies (the "Separation"),
21st Century Fox (which will be the new name of the Company after
the Separation) and the new News Corporation, the Company and the
new News Corporation have each entered into the previously
announced stockholder rights agreements as of June 14, 2013. In
connection with the rights agreements, the Company and the new News
Corporation will distribute one right for each outstanding share of
their common stock held by all stockholders at the close of
business on June 21, 2013, with the distribution conditioned upon
the completion of the separation. Each right entitles the holder to
purchase one one-thousandth of a share of 21st Century Fox Series A
junior participating preferred stock or the new News Corporation
Series A junior participating preferred stock (each subject to
anti-dilution provisions), as applicable, upon the occurrence of
certain triggering events. The purchase price for the 21st Century
Fox Series A junior participating preferred stock and the new News
Corporation Series A junior participating preferred stock will be
the exercise price of $150.00 and $90.00, respectively, subject to
certain adjustments. The rights agreements will expire on May 24,
2014, in the case of the Company, or one year after the date of the
Separation, in the case of the new News Corporation.
The Company has considered that there may be significant volume
of trading in shares of 21st Century Fox and the new News
Corporation around the time of the Separation, and for a period
thereafter. The respective rights agreements are intended to
protect the stockholders of the Company and of the new News
Corporation from efforts to obtain control of such companies that
their respective Boards of Directors determine are not in the best
interests of the companies and their respective stockholders. The
rights agreements are not intended to interfere with any merger,
tender or exchange offer or other business transaction approved by
either the Board of Directors of 21st Century Fox or the Board of
Directors of the new News Corporation, and such rights agreements
do not prevent either Board of Directors from considering any offer
that it considers to be in the best interest of its
stockholders.
Under the rights agreements, each outstanding share of common
stock of 21st Century Fox and the new News Corporation, as
applicable, will have attached to it one right, with the
distribution of the rights by dividend to be conditioned upon
consummation of the Separation. Initially, the rights will be
represented by the common stock of 21st Century Fox or the new News
Corporation, as applicable, and will not be traded separately from
the common stock and will not be exercisable.
As previously announced, after May 24, 2013, any acquisition of
shares of voting common stock of the Company or the new News
Corporation, whether as a result of acquiring shares representing
the new News Corporation voting common stock in the when-issued
trading market or shares of 21st Century Fox voting common stock in
the ex-dividend market, or otherwise, will be taken into account in
calculating the beneficial ownership of a person or group for the
purposes of determining whether the rights have become
exercisable.
The rights will become exercisable for common stock of the
Company or the new News Corporation, as applicable, only if, a
person or group obtains beneficial ownership (defined to include
stock which a person has the right to acquire, regardless of
whether such right is subject to the passage of time or the
satisfaction of conditions), including by means of a tender offer,
of 15% or more of the applicable company's voting common stock, at
which time, unless the applicable Board of Directors redeems the
rights, each right would enable the holder of such right to buy
additional shares of common stock of the Company or the new News
Corporation, as applicable. Following the acquisition of 15% or
more of the applicable company's voting common stock, each right
will entitle its holder (other than the acquiring person or group)
to purchase, at the exercise price (subject to adjustments provided
in the rights agreements), a number of shares of the applicable
company's voting or non-voting common stock, as applicable, having
a then-current market value of twice the exercise price, and in the
event of a subsequent merger into, consolidation with, or transfer
of 50% or more of the company's consolidated assets or earning
power to another unaffiliated entity, to purchase, at the exercise
price, a number of shares of common stock of the acquiring entity
having a then-current market value of twice the exercise price.
The rights will not become exercisable by virtue of any person's
or group's beneficial ownership, including K. Rupert Murdoch,
members of his immediate family and the Murdoch Family Trust, as of
May 24, 2013, of 15% or more of the voting common stock of the
Company or the new News Corporation, as applicable, unless such
person or group acquires beneficial ownership of additional shares
of the applicable company's voting common stock thereafter.
Either Board of Directors may redeem the applicable rights, in
whole, but not in part, at a price of $0.001 per right (subject to
certain adjustments), or amend the applicable rights agreement to
change the expiration date of the rights at any time prior to the
earlier of the date that is 10 business days (unless extended by
the applicable Board of Directors in certain circumstances)
following such time as any person or group acquires 15% or more of
voting common stock and the expiration date of the rights.
Until a right is exercised, its holder, as such, will have no
rights as a stockholder of the Company or the new News Corporation,
as applicable, with respect to such rights, including, without
limitation, the right to vote or to receive dividends. For so long
as the rights continue to be associated with the Company's or the
new News Corporation's common stock, each new share of the
Company's or the new News Corporation's common stock issued will
have attached to it a right. Stockholders will not be required to
pay any separate consideration for the rights issued with the
common stock.
Additional details about the stockholder holders rights
agreements will be contained in a Form 8-K to be filed by the
Company and in Amendment No. 6 to new News Corporation's
Registration Statement on Form 10 filed by new News Corporation on
June 13, 2013 with the Securities and Exchange Commission.
News Corporation Separation
On June 28, 2012, News Corporation announced its intent to
pursue the separation of its business into two separate independent
companies, one of which will hold the Company's global media and
entertainment businesses and the other which will hold the
businesses comprising News Corporation's newspapers, information
services and integrated marketing services, digital real estate
services, book publishing, digital education and sports programming
and pay-TV distribution in Australia.
About News Corporation
News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) had total
assets as of March 31, 2013 of approximately US$68 billion and
total annual revenues of approximately US$35 billion. News
Corporation is a diversified global media company with operations
in six industry segments: cable network programming; filmed
entertainment; television; direct broadcast satellite television;
publishing; and other. The activities of News Corporation are
conducted principally in the United States, Continental Europe, the
United Kingdom, Australia, Asia and Latin America.
Cautionary Statement Concerning Forward-Looking Statements
This document contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are based on management's views and
assumptions regarding future events and business performance,
including its expectations with respect to the proposed
transaction. Actual results may differ materially from these
expectations due to changes in global economic, business,
competitive market and regulatory factors. In addition, actual
plans, actions and results relating to the proposed transaction may
differ materially from current expectations as a result of certain
risks and uncertainties, including but not limited to:
unanticipated developments that delay or negatively impact the
proposed transaction; changes in market conditions; disruption to
business operations as a result of the proposed transaction; the
inability to retain key personnel; and the other risks and
uncertainties described from time to time in our filings with the
Securities and Exchange Commission. More detailed information about
these and other factors that could affect future results is
contained in our filings with the Securities and Exchange
Commission. There can be no assurance that the proposed transaction
will be completed as anticipated or at all. The "forward-looking
statements" included in this document are made only as of the date
of this document and we do not have any obligation to publicly
update any "forward-looking statements" to reflect subsequent
events or circumstances, except as required by law.
For more information about News Corporation, please visit
www.newscorp.com.
Press Contacts:
Julie Henderson
212-852-7070
jhenderson@newscorp.com
Nathaniel Brown
212-852-7746
nbrown@newscorp.com
Investor Relations Contacts:
Reed Nolte
212-852-7092
rnolte@newscorp.com
Joe Dorrego
212-852-7856
jdorrego@newscorp.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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