TIDMNCRA
RNS Number : 2174H
News Corporation
17 June 2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 14,
2013
NEWS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Commission File Number: 001-32352
Delaware 26-0075658
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
1211 Avenue of the Americas
New York, NY 10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
212-852-7000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST
REPORT)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
.. Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
.. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
.. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
.. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On June 14, 2013, News Corporation (the " Company ") executed a
stockholders rights agreement, as set forth in the Rights Agreement
dated the same date (the " Rights Agreement "), between the Company
and Computershare Trust Company, N.A., as Rights Agent. The Rights
Agreement was entered into pursuant to the previously disclosed
declaration of a dividend distribution of one right for each
outstanding share of the Company's Class A and Class B common
stock, with the payment of such dividend being conditioned on the
consummation of the previously announced separation of the Company
into two distinct publicly traded companies by way of the
distribution of all shares of the new News Corporation to the
Company's stockholders (the " Separation "). The dividend of the
rights will be paid to stockholders of record at the close of
business on June 21, 2013 (the " Record Date "). Each right
entitles the holder to purchase from the Company one one-thousandth
of a share of Series A Junior Participating Preferred Stock
(subject to antidilution provisions) upon the occurrence of certain
triggering events. The purchase price for the Series A Junior
Participating Preferred Stock will be the exercise price of
$150.00, subject to certain adjustments. Each share of Series A
Junior Participating Preferred Stock has the designations, powers,
preferences and rights set forth in the Certificate of Designations
of the Series A Junior Participating Preferred Stock, which is
expected to be filed no later than June 28, 2013 with the Secretary
of State of the State of Delaware (the " Certificate of
Designations "). A summary of the terms of the rights is included
in the Rights Agreement as Exhibit C thereto.
Under the Rights Agreement, each outstanding share of common
stock of the Company will have attached to it one right. Initially,
the rights will be represented by the common stock of the Company,
will not be traded separately from the common stock and will not be
exercisable. The rights will become exercisable for common stock of
the Company, unless redeemed or exchanged, 10 business days after
any person or group of affiliated or associated persons (such
person or group being an "acquiring person") has acquired
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) of 15% or
more of the outstanding shares of the Company's voting common
stock, other than as a result of repurchases of stock by the
Company or the existing ownership of certain exempt persons, as
discussed below.
In the event that the rights become exercisable, the Company
will distribute separate rights certificates evidencing the rights
to all holders of the Company's common stock held on the date the
rights become exercisable and, thereafter, the separate rights
certificates alone will represent the rights.
In the event any acquiring person has become the beneficial
owner of 15% or more of the Company's voting common stock, each
right will entitle its holder (other than the acquiring person) to
purchase at the exercise price (subject to adjustments provided in
the Rights Agreement), a number of shares of the 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 or consolidation with, or transfer of 50% or
more of the Company's consolidated assets or earning power to
another unaffiliated entity (any such transaction, a "flip-over
event"), 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.
K. Rupert Murdoch, members of his immediate family, and the
Murdoch Family Trust, as well as any other person who beneficially
owns 15% or more of the Company's voting common stock as of May 24,
2013, will not be deemed to be acquiring persons under the Rights
Agreement by virtue of such holdings (such persons being "exempt
persons"). However, if, at any time after May 24, 2013, any exempt
person (i) beneficially owns less than 15% of the Company's voting
common stock or (ii) acquires any additional outstanding shares of
the Company's voting common stock (other than by way of a pro rata
stock dividend or a stock split or solely as a result of any
unilateral grant of any security by the Company or through the
exercise of any options, warrants, rights or similar interests
(including restricted stock) granted by the Company to its
directors, officers and employees pursuant to any equity incentive
or award plan), such person shall no longer be an exempt person
under the Rights Agreement. A person will not be deemed to be an
acquiring person due to (i) the repurchase of the Company's shares
that causes a holder to become the beneficial owner of 15% or more
of the Company's voting common stock, unless and until such person
acquires beneficial ownership of additional shares representing 1%
or more of the Company's voting
common stock; (ii) acquisitions by way of a pro rata stock
dividend or a stock split; (iii) acquisitions solely as a result of
any unilateral grant of any security by the Company or through the
exercise of any options, warrants, rights or similar interests
(including restricted stock) granted by the Company to its
directors, officers and employees pursuant to any equity incentive
or award plan); or (iv) acquisitions of less than 1% of the
Company's total outstanding voting common stock in addition to the
shares that would cause such person to be an acquiring person, to
the extent such acquisition is determined by the Company's Board of
Directors, in its sole discretion, to be inadvertent, provided,
that following such acquisition, the acquirer promptly, but in any
case within 10 business days, divests a sufficient number of shares
so that such person would no longer otherwise qualify as an
acquiring person.
As previously announced by the Company, after May 24, 2013, any
acquisition of shares of the Company's voting common stock as a
result of acquiring in the ex-dividend market or otherwise, will be
taken into account in calculating the beneficial ownership of an
acquiring person for the purposes of determining whether the rights
have become exercisable.
The rights will expire at 5:00 P.M. (New York City time) on May
24, 2014, unless the Rights Agreement is earlier terminated or such
date is advanced or extended in accordance with the terms of the
Stipulation of Settlement, dated as of April 12, 2006, by and among
the Company and certain of its stockholders, or the rights are
earlier redeemed or exchanged by the Company as described
below.
The exercise price of the rights, the number of shares of Series
A Junior Participating Preferred Stock issuable, and the number of
outstanding rights will be adjusted to prevent dilution that may
occur from any stock dividend, a stock split, or a reclassification
of the Series A Junior Participating Preferred Stock or the
Company's common stock. With certain exceptions, no adjustment in
the exercise price of the rights will be required until cumulative
adjustments amount to at least 1% of the exercise price. No
fractional rights will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the
Series A Junior Participating Preferred Stock on the last trading
date prior to the date of exercise.
The Company's Board of Directors may redeem the rights, in
whole, but not in part, at a price of $0.001 per right (subject to
certain adjustments), or amend the 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 Board of
Directors in certain circumstances) following such time as any
person acquires 15% or more of the Company's voting common stock
and the expiration date of the rights. Immediately upon the action
of the Company's Board of Directors ordering redemption of the
rights, the rights will terminate and the only right of the holders
of rights will be to receive the $0.001 redemption price.
Any of the provisions of the Rights Agreement may be amended by
the Company's Board of Directors prior to the date the rights are
distributed. After such distribution, the provisions of the Rights
Agreement may be amended by the Company's Board of Directors in
order to cure any ambiguity, to make changes which do not adversely
affect the interests of holders of rights, or to shorten or
lengthen any time period under the Rights Agreement. The foregoing
notwithstanding, no amendment may be made at such time as the
rights are not redeemable.
At any time after a person acquires 15% or more of the Company's
voting common stock, but prior to such person becoming the
beneficial owner of 50% or more of the Company's voting common
stock or there occurs a "flip-over event," the Company's Board of
Directors may cause the Company to exchange for all or part of the
then-outstanding and exercisable rights (other than the rights
owned by any acquiring person that have become void) shares of the
Company's common stock at an exchange ratio of one share of common
stock per right, adjusted to reflect any stock split, stock
dividend, or similar transaction. The Company will have the
discretion to exchange the rights (other than the rights owned by
any acquiring person that have become void) for Series A Junior
Participating Preferred Stock (or equivalent preferred stock) at an
exchange ratio of one right per one one-thousandth of a share of
such preferred stock.
Until a right is exercised, its holder, as such, will have no
rights as a stockholder of the Company with respect to such rights,
including, without limitation, the right to vote or to receive
dividends. While the distribution of the rights will not be taxable
to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the
rights become exercisable for common stock (or other consideration)
of the Company or for common stock of the acquiring company or in
the event of the redemption of the rights as described above.
The shares of Series A Junior Participating Preferred Stock
purchasable upon exercise of the rights will not be redeemable.
Each share of Series A Junior Participating Preferred Stock (i)
will rank junior to any other class or series of the Company's
Series A Junior Participating Preferred Stock with respect to the
payment of dividends and the distribution of assets, (ii) will
entitle holders to a quarterly dividend in an amount per share
equal to the greater of (1) $1.00, or (2) the product of (a) 1,000
(subject to antidilution adjustment) and (b) the aggregate per
share amount of all dividends declared on the Company's voting
common stock since the preceding dividend payment date, (iii) will
entitle holders to one vote on all matters submitted to a vote of
the Company's stockholders, (iv) in the event of the Company's
liquidation, will entitle holders to a preferred liquidation
payment equal to $100 per share, plus accrued and unpaid dividends,
provided that holders shall be entitled to receive not less than an
aggregate amount per share equal to the product of (1) 1,000
(subject to antidilution adjustment) and (2) the aggregate amount
to be distributed per share to holders of voting common stock; and
(v) in the event of any consolidation, merger, combination, or
other transaction in which shares of the Company's common stock are
exchanged for or changed into stock or securities of another
entity, cash and/or other property, will be exchanged or changed
into an amount per share equal to the product of (1) 1,000 (subject
to antidilution adjustment) and (2) the aggregate amount of stock,
securities, cash, and/or other property into which or for which
each share of the Company's voting common stock is changed or
exchanged.
The rights have certain anti-takeover effects. For example, the
rights will cause substantial dilution to any person or group who
attempts, without approval of the Company's Board of Directors, to
acquire a 15% or greater interest in voting common stock of the
Company. As a result, the overall effect of the rights may be to
render it more difficult or to discourage any attempt to acquire
the Company, even if the acquisition would be in the best interests
of the Company's stockholders. Because of the Company's Board of
Directors' ability to redeem the rights, the rights should not
interfere with a merger or other business combination approved by
the Company's Board of Directors.
For so long as the rights continue to be associated with the
Company's common stock, each new share of the Company'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.
The description of the Rights Agreement and the Series A Junior
Participating Preferred Stock contained herein does not purport to
be complete and is qualified in its entirety by reference to the
Form of Rights Agreement, including the form of the Certificate of
Designations attached as an exhibit thereto, as filed by the
Company on Form 8-K with the Securities and Exchange Commission on
May 24, 2013, and which is incorporated herein by reference.
On June 14, 2013, the Company issued a press release announcing
the execution of the Rights Agreement. The press release also
discusses matters involving the new News Corporation that are
covered in greater detail in Amendment No. 6 to the new News
Corporation's Registration Statement on Form 10 filed with the U.S.
Securities and Exchange Commission on June 13, 2013. A copy of the
Company's press release announcing the execution of the Rights
Agreement is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
See the description set forth herein under "Item 1.01. Entry
into a Material Definitive Agreement," which is incorporated into
this Item 3.03 by reference.
Item 8.01. Other Events.
On June 13, 2013, the Company issued a press release relating to
the anticipated trading markets for the common stock of each of the
Company, expected to be renamed 21st Century Fox, and the new News
Corporation through the completion of the Separation, which is
expected to occur on June 28, 2013. A copy of the Company's press
release relating to the anticipated trading market is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
------- ---------------------------------------------------------------------
4.1 Form of Rights Agreement (Incorporated by reference to Exhibit 99.1
to the Current Report of News Corporation on Form 8-K filed with the
Securities and Exchange Commission on May 24, 2013.)
99.1 Press Release of News Corporation, dated June 14, 2013.
99.2 Press Release of News Corporation, dated June 13, 2013.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
NEWS CORPORATION
By: /s/ Janet Nova
-----------------------------------------
Janet Nova
Senior Vice President and Deputy General
Counsel
Dated: June 14, 2013
EXHIBIT INDEX
Exhibit
Number Description
------- ---------------------------------------------------------------------
4.1 Form of Rights Agreement (Incorporated by reference to Exhibit 99.1
to the Current Report of News Corporation on Form 8-K filed with the
Securities and Exchange Commission on May 24, 2013.)
99.1 Press Release of News Corporation, dated June 14, 2013.
99.2 Press Release of News Corporation, dated June 13, 2013.
Exhibit 99.1
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
1211 AVENUE OF THE AMERICAS -- NEW YORK, NEW YORK 10036 --
newscorp.com
Exhibit 99.2
FOR IMMEDIATE RELEASE
News Corporation Announces Expected Trading Timetable for Shares
of
Common Stock of 21st Century Fox and the new News
Corporation
NEW YORK, NY, June 13, 2013 -News Corporation (NASDAQ: NWS,
NWSA; ASX: NWS, NWSLV) (the "Company") today announced that, in
connection with the previously announced separation of the Company
into two distinct publicly traded companies, 21st Century Fox and
the new News Corporation, it expects that trading of the new News
Corporation Class A and Class B common stock on the "when-issued"
trading market and trading of the Company's Class A and Class B
common stock in the "due-bills" and "ex-distribution" market, each
on The NASDAQ Global Select Market ("NASDAQ"), will begin on June
19, 2013 and will continue through the completion of the
separation, which is expected to occur after the close of trading
on NASDAQ on June 28, 2013, the distribution date, as set forth in
the table below (which is an indicative timetable and subject to
possible change):
Date Event
---------------- ------------------------------------------------------------------------
Wednesday, June News Corporation Class A Common Stock (NASDAQ: NWSA) (CUSIP
19, 65248E104) begins trading with due bills and will settle on
a regular-way basis (typically T+3).
2013
News Corporation Class B Common Stock (NASDAQ: NWS) (CUSIP
65248E203) begins trading with due bills and will settle on
a regular-way basis (typically T+3).
New News Corporation Class A Common Stock (NASDAQ: NWSAV) (CUSIP
65249B109) begins trading in the when-issued market and will
generally settle 4 days after the distribution date.
New News Corporation Class B Common Stock (NASDAQ: NWSVV) (CUSIP
65249B208) begins trading in the when-issued market and will
generally settle 4 days after the distribution date.
21 st Century Fox Class A Common Stock (NASDAQ: FOXAV) (CUSIP
90130A101) begins trading ex-distribution and will generally
settle 4 days after the distribution date.
21 st Century Fox Class B Common Stock (NASDAQ: FOXVV) (CUSIP
90130A200) begins trading ex-distribution and will generally
settle 4 days after the distribution date.
Friday, June 21, Record date for determining the entitlement of the holders
2013 of News Corporation's Class A and Class B Common Stock to receive
the new News Corporation Class A and Class B Common Stock,
respectively.
Friday, June 28, Distribution date and the issuance of the new News Corporation
2013 Class A and Class B Common Stock to holders entitled to receive
such stock.
Last day of when-issued and ex-distribution trading in the
new News Corporation and 21 st Century Fox common stock, respectively.
Monday, July 1, New News Corporation Class A Common Stock (NASDAQ: NWSA) (CUSIP
2013 65249B109) begins trading on a regular-way basis and will generally
settle T+3.
New News Corporation Class B Common Stock (NASDAQ: NWS) (CUSIP
65249B208) begins trading on a regular-way basis and will generally
settle T+3.
21 st Century Fox Class A Common Stock (NASDAQ: FOXA) (CUSIP
90130A101) begins trading on a regular-way basis and will generally
settle T+3.
21 st Century Fox Class B Common Stock (NASDAQ: FOX) (CUSIP
90130A200) begins trading on a regular-way basis and will generally
settle T+3.
Friday, July 5, Expected settlement of all trades in the when-issued and ex-distribution
2013 markets.
The separation will be effected through the distribution of all
shares of the new News Corporation to the Company's stockholders of
record as of the close of business on June 21, 2013, the record
date for the distribution.
In the context of the distribution, when-issued trading refers
to a securities transaction made conditionally on or before the
distribution date because the securities are not yet available.
When-issued trades generally settle within four trading days after
the distribution date. Holders of the Company's common stock on the
record date will be entitled to receive shares of the new News
Corporation common stock in the distribution. Such stockholders may
trade this entitlement to receive shares of the new News
Corporation common stock, without the shares of the Company's
common stock they own, on the when-issued market. On the first
trading day following the distribution date, the Company expects
that when-issued trading of the new News Corporation Class A common
stock and Class B common stock will end and "regular-way" trading
will begin. Regular-way trading typically involves a trade that
settles on the third full trading day following the date of the
securities transaction.
Shares of the Company's common stock that trade on the due-bills
market will trade with an entitlement to receive shares of the new
News Corporation common stock in the distribution, and such trades
will settle on a regular-way basis. Shares that trade on the
ex-distribution market will trade without an entitlement to receive
shares of the new News Corporation common stock in the
distribution, and such trades will generally settle within four
trading days after the distribution date. Therefore, if holders of
the Company's common stock sell shares in the due-bills market
after the record date and through the distribution date, such
stockholders will be selling their right to receive shares of the
new News Corporation common stock in the distribution. However, if
stockholders own shares of the Company's common stock on the record
date and sell those shares in the ex-distribution market up through
the distribution date, such stockholders will still be entitled to
receive shares of the new News Corporation common stock in the
distribution. On the first trading day following the distribution
date, shares of the Company's common stock will begin trading
without any entitlement to receive shares of the new News
Corporation common stock.
If the distribution does not occur, all when-issued trades in
the new News Corporation common stock and all ex-distribution
trades in the Company's common stock will not be settled and
therefore will be null and void.
Trading of CDIs on ASX
In addition, the Company today announced that it expects that
trading of CHESS Depositary Interests ("CDIs") representing the new
News Corporation Class A and Class B common stock on the Australian
Securities Exchange ("ASX") will commence on a conditional and
deferred settlement basis, and trading of CDIs representing the
Company's Class A and Class B common stock will commence trading on
an ex-distribution, unconditional and normal T+3 settlement basis,
each on June 19, 2013 (being the expected date of the new News
Corporation's admission to the official list of ASX) and to
continue trading on this basis until the distribution occurs, as
set forth in the table below (which is an indicative timetable and
subject to possible change):
Date Event
---------------- ---------------------------------------------------------------------
Wednesday, June CDIs representing the News Corporation Class A Common Stock
19, (ASX: NWSLV) begin trading on an ex-distribution, unconditional
and normal T+3 settlement basis.
2013
CDIs representing the News Corporation Class B Common Stock
(ASX: NWS) begin trading on an ex-distribution, unconditional
and normal T+3 settlement basis.
CDIs representing the new News Corporation Class A Common Stock
(ASX: NNCLV) begin trading on a conditional and deferred settlement
basis.
CDIs representing the new News Corporation Class B Common Stock
(ASX: NNC) begin trading on a conditional and deferred settlement
basis.
Friday, June 21, Record date for determining the entitlement of the holders
2013 of CDIs representing the Company's Class A and Class B Common
Stock to receive CDIs representing the new News Corporation
Class A and Class B Common Stock, respectively.
Friday, June 28, Distribution date and the issuance of the CDIs representing
2013 new News Corporation Class A and Class B Common Stock to holders
entitled to receive such CDIs (expected to occur after 7 p.m.
(AEST) due to time differences).
Last day of conditional trading in the CDIs representing new
News Corporation common stock.
Monday, July 1, CDIs representing the new News Corporation Class A Common Stock
2013 (ASX: NNCLV) begin trading on an unconditional but deferred
settlement basis.
CDIs representing the new News Corporation Class B Common Stock
(ASX: NNC) begin trading on an unconditional but deferred settlement
basis.
Dispatch date - Mailing of holding statements in respect of
CDIs representing the new News Corporation Class A Common Stock
and Class B Common Stock.
Tuesday, July 2, CDIs representing the new News Corporation Class A Common Stock
2013 (ASX: NNCLV) begin trading on a T+3 settlement basis.
CDIs representing the new News Corporation Class B Common Stock
(ASX: NNC) begin trading on a T+3 settlement basis.
CDIs representing the Company's Class A Common Stock will begin
to trade under the ASX ticker code "FOXLV" and continue to
settle on a normal T+3 basis.
CDIs representing the News Corporation Class B Common Stock
will begin to trade under the ASX ticker code "FOX" and continue
to settle on a normal T+3 basis.
Friday, July 5, Expected settlement of all trades of CDIs representing the
2013 new News Corporation Class A and Class B Common Stock conducted
on a conditional and deferred settlement basis.
Detailed Description of Trading
Trading of the CDIs representing new News Corporation Class A
and Class B Common Stock under the temporary symbols "NNCLV" and
"NNC", respectively, will continue until such time as ASX
determines that the transition to trading of CDIs representing new
News Corporation Class A and Class B common stock under the symbols
"NWSLV" and "NWS", respectively, can be completed, which the
Company currently expects to be approximately two months. On and
from the first ASX trading day after the distribution, which the
Company expects to be July 1, 2013, and until the Company has
advised ASX that holding statements have been distributed to CDI
holders, the new News Corporation CDIs will trade on an
unconditional and deferred settlement basis. Holding statements are
expected to be distributed to holders on the first trading day
following the distribution date. On that basis, CDIs representing
the new News Corporation common stock will commence trading on a
normal T+3 settlement basis (which means trading that settles on
the third full trading day following the date of the securities
transaction) on the second ASX trading day after the distribution
occurs, which the Company expects to be July 2, 2013, and all
conditional and unconditional deferred settlement trades will
settle on the fifth ASX trading day after the distribution, which
the Company expects to be July 5, 2013.
Further, the Company today announced that CDIs representing News
Corporation Class A and Class B common stock are expected to
commence trading on an ex-distribution, unconditional and normal
T+3 settlement basis on June 19, 2013. Once this occurs, unlike on
NASDAQ, there will only be a single, ex-distribution market in News
Corporation CDIs, and trading of News Corporation CDIs on a "cum"
basis, with an entitlement to receive CDIs representing shares of
new News Corporation common stock in the distribution, will have
ceased. This is consistent with ASX's standard trading
arrangements.
News Corporation CDI holders who intend to trade their News
Corporation CDIs prior to the distribution should be aware of the
risks in doing so. As previously announced, the distribution is
subject to the satisfaction of certain conditions and News
Corporation may decide at any time not to proceed with the
distribution. There is no certainty that the distribution will
occur, even once the record date has passed.
If the distribution is cancelled, all trades in new News
Corporation CDIs occurring up to that point will also be cancelled
and of no effect. However, any trades in News Corporation CDIs made
after the commencement of trading on an ex-distribution,
unconditional and normal T+3 settlement basis will not be cancelled
or unwound, even if the distribution is cancelled.
Those News Corporation CDI holders who sold their News
Corporation CDIs on or after the ex-distribution date may have sold
their CDIs at prices which are less than what they would have
obtained had the CDIs continued trading on a cum-distribution basis
and never on an ex-distribution basis, reflecting the value
attributed to the proposed distribution of new News Corporation's
businesses. Such holders will be unable to recover the value of
that difference in price from purchasers or any other persons.
Accordingly, holders who choose to trade their News Corporation
CDIs on ASX before the distribution do so at their own risk.
It is the responsibility of each News Corporation CDI holder to
determine their entitlement to new News Corporation CDIs before
trading those CDIs to avoid the risk of selling new News
Corporation CDIs they do not or will not own. If a News Corporation
CDI holder sells new News Corporation CDIs without receiving
confirmation of their entitlement, they do so at their own risk. As
noted above, holding statements for new News Corporation CDIs are
expected to be dispatched by post on July 1, 2013, being the first
ASX trading day after the distribution date.
Conversions between Australian and U.S. registers
News Corporation securities
The distribution record date applicable to News Corporation
common stock and to its CDIs will be the same. Due to the different
settlement procedures operating in the U.S. and Australian markets
and the timing of the due-bills/"cum" and ex-distribution periods
prior to the distribution record date, News Corporation will cease
processing of conversions between its U.S. common stock register
and its Australian CDI register during the period commencing on the
first day of when-issued trading on NASDAQ and ex-distribution
trading on ASX (in each case June 19, 2013) and ending on the
distribution record date (June 21, 2013). Processing of conversion
requests will recommence the trading day after the distribution
record date (June 24, 2013).
New News Corporation securities
The processing of requests for conversions between new News
Corporation common stock and CDIs will commence on or about the
first trading day after the distribution date.
More information on the matters described above is available in
the Form 10 Registration Statement filed by the new News
Corporation, which is available on the SEC's website at www.sec.gov
and at http://www.newscorp.com/investor.
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.
Contact:
Reed Nolte
212.852.7092
rnolte@newscorp.com
Joe Dorrego
212.852.7856
jdorrego@newscorp.com
Nathaniel Brown
212-852-7746
nbrown@newscorp.com
1211 AVENUE OF THE AMERICAS -- NEW YORK, NEW YORK 10036 --
newscorp.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
DOCGGUAUQUPWGCM
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