News Corp’s Special Committee of the Board of Directors Provides Update
December 05 2022 - 06:00PM
Business Wire
News Corporation’s (“News Corp” or the “Company”) (Nasdaq: NWS,
NWSA; ASX: NWS, NWSLV) Special Committee composed solely of
independent and disinterested members of the News Corp Board of
Directors (the “Special Committee”) formed to explore a potential
combination with Fox Corporation (the “Proposed Transaction”)
following receipt of letters from K. Rupert Murdoch and the Murdoch
Family Trust, provided an update on the process in response to
recent investor inquiries.
The Special Committee is made up of all the independent
directors not affiliated with the Murdoch family--Kelly Ayotte,
José María Aznar, Natalie Bancroft, Ana Paula Pessoa, Masroor
Siddiqui—and is chaired by Mr. Siddiqui, News Corp’s Lead
Independent Director. The Special Committee has been delegated full
authority to evaluate the Proposed Transaction. The letters
indicated that Mr. Murdoch and the Murdoch Family Trust will not
vote in favor of a transaction unless it is both recommended by the
Special Committee and approved by a majority vote of the shares
held by non-affiliated stockholders entitled to vote.
The Special Committee is in the process of reviewing thoroughly
the Proposed Transaction, and has retained independent advisors
consisting of PJT Partners as its financial advisor and Sullivan
& Cromwell LLP as its legal advisor. It has made no
determination with respect to a combination at this stage and there
can be no certainty that the Company will engage in such a
transaction.
The Special Committee is cognizant of its fiduciary duties in
representing the shareholders of News Corp, and will provide
further updates as and when the Special Committee deems such
updates are appropriate or required.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Words such as “may,” “will,” “should,” “likely,”
“anticipates,” “expects,” “intends,” “plans,” “projects,”
“believes,” “estimates,” “outlook” and similar expressions are used
to identify these forward-looking statements. These statements are
based on current expectations and beliefs and are subject to
uncertainty and changes in circumstances. Actual results may vary
materially from those expressed or implied by the statements in
this press release due to the risks, uncertainties and other
factors described in the Company’s filings with the Securities and
Exchange Commission. More detailed information about factors that
could affect future results is contained in our filings with the
Securities and Exchange Commission. The “forward-looking
statements” included in this press release are made only as of the
date of this release. We do not have and do not undertake any
obligation to publicly update any “forward-looking statements” to
reflect subsequent events or circumstances, and we expressly
disclaim any such obligation, except as required by law or
regulation.
About News Corp
News Corp (Nasdaq: NWS, NWSA; ASX: NWS, NWSLV) is a global,
diversified media and information services company focused on
creating and distributing authoritative and engaging content and
other products and services. The company comprises businesses
across a range of media, including: digital real estate services,
subscription video services in Australia, news and information
services and book publishing. Headquartered in New York, News Corp
operates primarily in the United States, Australia, and the United
Kingdom, and its content and other products and services are
distributed and consumed worldwide. More information is available
at: http://www.newscorp.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20221205005829/en/
Media Contacts for the Special Committee Steve Lipin/Christina
Stenson Gladstone Place Partners 212-230-5930
Slipin@gladstoneplace.com cstenson@gladstoneplace.com
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