News Corp. (NWS, NWSA) and the new News Corp. announced that the separation of News Corporation into two distinct publicly traded companies, 21st Century Fox and the new News Corp., has been formally approved by the Company's Board of Directors.
The company said that the stock of the new News Corporation, which will be comprised of newspapers, information services and integrated marketing services, digital real estate services, book publishing, digital education and sports programming and pay-TV distribution in Australia, will be distributed to the current stockholders of News Corporation as a stock dividend. For every four shares of News Corporation Class A Common Stock or Class B Common Stock, each stockholder will receive one share of new News Corporation Class A Common Stock or Class B Common Stock, respectively. Stockholders will receive cash in lieu of any fractional shares of new News Corporation.
Following the distribution of all of the shares of the new News Corporation common stock to the Company's stockholders, the new News Corporation will be an independent, publicly traded company, and News Corporation will retain no ownership interest. Effective as of the separation, and subject to the approval of the Company's stockholders, News Corporation will change its name to 21st Century Fox, and the new News Corporation will be named News Corporation.
"Today's announcement is a significant step in creating two independent companies with the world's leading portfolios of publishing and media and entertainment assets," said Rupert Murdoch, who will serve as Chairman and CEO of the proposed 21st Century Fox, and Executive Chairman of the new News Corporation.
The company announced appointments to the Boards of Directors of both companies, effective upon the completion of the separation, which is expected to occur on June 28, 2013.
The company also announced that its Board has authorized a stock repurchase program for the new News Corporation in the amount of $500 million of new News Corp.'s shares of Class A Common Stock, to be initiated on an opportunistic basis following the completion of the separation.
News Corp. and the new News Corp. also announced that, in advance of the separation, the Board of Directors of the Company and the current Board of the new News Corp. has each determined to adopt stockholder rights agreements for the Company and for new News Corporation, respectively. The rights agreements would expire one year after the date of this announcement, in the case of the Company, or one year after the date of the separation, in the case of the new News Corporation.
by RTT Staff Writer
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