Acquisition
December 23 2003 - 2:00AM
UK Regulatory
RNS Number:5851T
News Corporation Ld
22 December 2003
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For Immediate Release Contacts: News Corp. - Nicholas Weinstock 212-852-7157
GM - Jerry Dubrowski 212-418-6261
Hughes - Bob Marsocci 310-726-4656
News Corporation, GM and Hughes Complete Hughes Transactions
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NEW YORK, NY, December 22, 2003 - The News Corporation Ltd. (NYSE: NWS, NWS.A),
General Motors Corp. (NYSE: GM) and Hughes Electronics (NYSE: HS) announced
today that they have successfully completed the split-off of Hughes from GM and
the acquisition by News Corporation of 34 percent of the outstanding common
stock of Hughes.
In the transactions, GM split-off Hughes by distributing Hughes common stock to
the holders of GM Class H common stock in exchange for the shares that they own.
Simultaneously, GM sold its 19.8 percent economic interest in Hughes to News
Corporation in exchange for cash and News Corporation Preferred American
Depositary Shares (Preferred ADSs). News Corporation then acquired from the
former GM Class H common stockholders an additional 14.2 percent of the
outstanding shares of Hughes common stock in exchange for News Corporation
Preferred ADSs.
GM sold 80 percent of its 19.8 percent retained economic interest in Hughes to
News Corporation for a total of approximately $3.1 billion in cash. GM sold the
remaining 20 percent of its retained economic interest in Hughes to News
Corporation for approximately 28.6 million News Corporation Preferred ADSs,
which was determined using an exchange ratio of 0.52083 News Corporation
Preferred ADSs for each share of Hughes common stock, as per the agreements
among GM, Hughes and News Corporation.
Immediately prior to the close of the Hughes transaction, there were
1,109,270,842 shares of GM Class H common stock outstanding. As a result of the
transactions, GM Class H common stockholders received about 0.8232 shares of
Hughes common stock and about 0.0921 News Corporation Preferred ADSs for each
share of GM Class H common stock held immediately prior to the closing of the
transaction.
After completion of the transactions, News Corporation transferred its entire 34
percent interest in Hughes to Fox Entertainment Group, Inc. (NYSE: FOX) in
exchange for two promissory notes totaling $4.5 billion and approximately 74.5
million shares of Class A common stock of Fox Entertainment Group valued at
$27.99 per share. As a result of the transfer, News Corporation's equity
interest in Fox Entertainment Group increased to approximately 82.0 percent from
approximately 80.6 percent while its voting power remained at approximately 97
percent.
General Motors, the world's largest vehicle manufacturer, designs, builds and
markets cars and trucks worldwide and has been the global automotive sales
leader since 1931. GM employs about 340,000 people around the world.
Hughes is a world-leading provider of digital television entertainment,
broadband satellite networks and services, and global video and data
broadcasting.
News Corporation is a diversified international media and entertainment company
with operations in eight industry segments: filmed entertainment; television;
cable network programming; direct broadcast satellite television; magazines and
inserts; newspapers; book publishing; and other. The activities of News
Corporation are conducted principally in the United States, Continental Europe,
the United Kingdom, Australia, Asia and the Pacific Basin.
Fox Entertainment Group, Inc., 82 percent owned by The News Corporation Ltd., is
principally engaged in the development, production and worldwide distribution of
feature films and television programs, television broadcasting and cable network
programming. Fox has total assets as of September 30, 2003 of approximately $24
billion and total annual revenues of approximately $11 billion. The company's
studios, production facilities and film and television library provide
high-quality creative content, and the company's broadcasting and cable networks
provide extensive distribution platforms for the company's programs.
This information is provided by RNS
The company news service from the London Stock Exchange
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