TIDMNCRA
RNS Number : 4184V
News Corporation
11 January 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 EXCHANGE ACT OF 1934
January 11, 2013
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
NEWS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 001-32352 26-0075658
(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
1211 Avenue of the Americas, New York, New York 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 8.01 OTHER EVENTS.
In connection with the lawsuit captioned Första AP-fonden v.
News Corporation, et al., on January 11, 2013, News Corporation
(the "Company") commenced a mailing of the Notice of Pendency of
Class Action, Proposed Settlement of Class Action, Settlement
Hearing, and Right to Appear (the "Notice") to holders of the
Company's Class B common stock, par value $0.01 per share, in
accordance with the Scheduling Order dated December 10, 2012 (the
"Scheduling Order"). The Scheduling Order also requires that the
Company cause a copy of the Notice to be filed with the U.S.
Securities and Exchange Commission. A copy of the Notice is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number Description
------- ------------------------------------------------------------------------
99.1 Notice of Pendency of Class Action, Proposed Settlement of Class Action,
Settlement Hearing, and Right to Appear.
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
(REGISTRANT)
By: /s/ Janet Nova
-------------------------
Janet Nova
Senior Vice President and
Deputy General Counsel
Dated: January 11, 2013
Exhibit Index
Exhibit
No. Description
------- ----------------------------------------------------------------
99.1 Notice of Pendency of Class Action, Proposed Settlement of Class
Action, Settlement Hearing, and Right to Appear.
Exhibit 99.1
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
FÖRSTA AP-FONDEN, Individually and
on Behalf
of All Others Similarly Situated,
Plaintiff,
v. Civil Action No. 7580-CS
NEWS CORPORATION, a Delaware corporation,
JOSE MARIA AZNAR, NATALIE BANCROFT,
PETER L. BARNES, JAMES W. BREYER,
CHASE CAREY, DAVID F. DEVOE, VIET DINH,
RODERICK I. EDDINGTON, JOEL I. KLEIN,
ANDREW S.B. KNIGHT, K. RUPERT MURDOCH,
JAMES R. MURDOCH, LACHLAN K. MURDOCH,
ARTHUR M. SISKIND and JOHN L. THORNTON,
Defendants.
-------------------------------------------
NOTICE OF PENDENCY OF CLASS ACTION,
PROPOSED SETTLEMENT OF CLASS ACTION,
SETTLEMENT HEARING, AND RIGHT TO APPEAR
TO: ALL NON-U.S. PERSONS OR ENTITIES WHO HELD SHARES OF CLASS B COMMON STOCK
OF NEWS CORPORATION ("NEWS CORP." OR THE "COMPANY"), EITHER OF RECORD OR
BENEFICIALLY, FROM AND INCLUDING APRIL 18, 2012 THROUGH AND INCLUDING OCTOBER
16, 2012 (THE "CLASS PERIOD"), AND INCLUDING ANY AND ALL OF THEIR RESPECTIVE
SUCCESSORS IN INTEREST, PREDECESSORS, REPRESENTATIVES, TRUSTEES, EXECUTORS,
ADMINISTRATORS, HEIRS, ASSIGNS OR TRANSFEREES, IMMEDIATE AND REMOTE, AND
ANY PERSON OR ENTITY ACTING FOR OR ON BEHALF OF, OR CLAIMING UNDER, ANY
OF THEM, AND EACH OF THEM, BUT EXCLUDING DEFENDANTS AND RELEASED PERSONS
(DEFINED HEREIN).
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR
RIGHTS WILL BE AFFECTED BY THE LEGAL PROCEEDINGS IN THIS
LITIGATION. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT OF THE
LITIGATION REFERRED TO IN THE CAPTION AND CONTAINS IMPORTANT
INFORMATION REGARDING YOUR RIGHTS. IF THE COURT APPROVES THE
PROPOSED SETTLEMENT, YOU WILL BE FOREVER BARRED FROM CONTESTING THE
FAIRNESS, REASONABLENESS, AND ADEQUACY OF THE PROPOSED SETTLEMENT
AND FROM PURSUING THE RELEASED CLAIMS (DEFINED HEREIN).
IF YOU HELD THE CLASS B COMMON STOCK OF NEWS CORP. FOR THE
BENEFIT OF ANOTHER DURING THE CLASS PERIOD, PLEASE PROMPTLY
TRANSMIT THIS DOCUMENT TO SUCH BENEFICIAL OWNER.
PLEASE NOTE THAT THERE IS NO CLAIMS PROCESS AND NO INDIVIDUAL
SHAREHOLDER HAS THE RIGHT TO BE COMPENSATED AS A RESULT OF THE
SETTLEMENT DESCRIBED BELOW.
IF YOU ARE A U.S. SHAREHOLDER AND HAVE RECEIVED THIS NOTICE,
PLEASE DISREGARD IT. THE SETTLEMENT DESCRIBED HEREIN DOES NOT
AFFECT THE RIGHTS OF U.S. SHAREHOLDERS.
I. PURPOSE OF NOTICE
Pursuant to an Order of the Court of Chancery of the State of
Delaware (the "Court") dated December 10, 2012, and further
pursuant to Chancery Court Rule 23, this Notice is to inform you of
(i) the Court's determination to provisionally certify, for
purposes of the settlement only, the above-captioned action
("Action") as a non-opt-out class action pursuant to Chancery Court
Rules 23(a), 23(b)(1) and (b)(2) on behalf of the Class (defined
below), (ii) the proposed settlement of the Action (the
"Settlement") as provided for in a Stipulation of Settlement (the
"Stipulation") dated November 30, 2012, and (iii) your right to
participate in a hearing to be held on April 26, 2013, at 10:00
a.m., before the Court of Chancery in the New Castle County
Courthouse, 500 North King Street, Wilmington, Delaware 19801 (the
"Settlement Hearing") to determine whether the Court should (a)
finally certify the Action as a non-opt-out class action pursuant
to Rules 23(a), 23(b)(1) and (b)(2) of the Court of Chancery Rules;
(b) certify named plaintiff Första AP-fonden ("Plaintiff") in the
Action as representative of the Class, and Prickett, Jones &
Elliott, P.A. and Kessler Topaz Meltzer & Check, LLP as co-lead
counsel; (c) approve the Settlement as fair, reasonable, adequate,
and in the best interests of the Class; and (d) consider a request
for an award of attorneys' fees and expenses to counsel for
Plaintiff.
This Notice describes the rights you may have in the Action and
pursuant to the Stipulation and what steps you may take, but are
not required to take, in relation to the Settlement.
If the Court approves the Settlement, the parties will ask the
Court at the Settlement Hearing to enter an Order and Final
Judgment dismissing the Action with prejudice in accordance with
the terms of the Stipulation. The Court has the right to adjourn
the Settlement Hearing without further notice. The Court also has
the right to approve the Settlement with or without modifications,
and to enter its final judgment dismissing the Action on the merits
and with prejudice and to order the payment of attorneys' fees and
expenses without further notice.
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THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE
COURT. IT IS BASED ON STATEMENTS OF THE PARTIES AND SHOULD NOT BE
UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE
MERITS OF ANY OF THE CLAIMS OR DEFENSES RAISED BY ANY OF THE
PARTIES. THIS NOTICE IS SENT FOR THE SOLE PURPOSE OF INFORMING YOU
OF THE EXISTENCE OF THIS ACTION AND OF A HEARING ON A PROPOSED
SETTLEMENT SO THAT YOU MAY MAKE APPROPRIATE DECISIONS AS TO STEPS
YOU MAY WISH TO TAKE IN RELATION TO THIS LITIGATION.
II. BACKGROUND OF THE ACTION
On April 18, 2012, News Corp. announced that based on
information then available to the Company, the Board determined
that approximately 36% of the Company's Class B common stock was
owned by Non-U.S. stockholders; and the combined ownership of Class
A common stock and Class B common stock by Non-U.S. stockholders
was approximately 22% of the combined outstanding shares of Class A
common stock and Class B common stock. The Company advised that,
under applicable U.S. federal law, no broadcast station licensee
may be owned by a corporation if more than 25% of that
corporation's stock is owned or voted by Non-U.S. Stockholders (the
"Foreign Ownership Threshold"). The Company is the parent of
broadcast station licensees in connection with its ownership and
operation of 27 U.S. television stations. Based on its
determination, the Company announced its decision to suspend 50
percent of the voting rights of News Corp. Class B common stock
held by non-U.S. shareholders in order to remain in compliance with
U.S. law governing the dissemination of broadcast licenses (the
"Suspension"). The Board effected the Suspension in reliance upon
authority granted pursuant to Article IV, Section 5 of the
Company's certificate of incorporation.
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On April 18, 2012, the Murdoch Family Trust, the K.R. Murdoch
2004 Revocable Trust, K. Rupert Murdoch and his minor children (the
"Murdoch Family Interests"), which owned approximately 39.7% of the
Class B common stock, entered into an agreement with the Company,
whereby the Murdoch Family Interests agreed to limit their voting
rights during the Suspension period (the "Murdoch Letter
Agreement").
On May 30, 2012, Plaintiff filed a verified class action
complaint (the "Original Complaint") in the Court captioned Första
AP-Fonden v. News Corporation et al. , C.A. No. 7580-CS, against
defendants News Corp., José María Aznar, Natalie Bancroft, Peter L.
Barnes, James W. Breyer, Chase Carey, David F. DeVoe, Viet Dinh,
Roderick I. Eddington, Joel I. Klein, Andrew S.B. Knight, K. Rupert
Murdoch, James R. Murdoch, Lachlan K. Murdoch, Arthur M. Siskind,
and John L. Thornton (the "Individual Defendants," and together
with News Corp., the "Defendants"), alleging, among other things,
that by enacting the Suspension the Individual Defendants breached
their fiduciary duties and the Defendants violated the Company's
Certificate of Incorporation and Delaware statutory law.
On May 30, 2012, Plaintiff also filed a motion to expedite
proceedings and a motion for a preliminary injunction against the
application and enforcement of the Suspension at any stockholder
meeting where a stockholder vote is to take place, including the
Company's 2012 annual meeting of the stockholders (the "Annual
Meeting").
On June 11, 2012, Defendants filed a motion to dismiss the
Original Complaint and a brief in support of the motion.
On June 28, 2012, News Corp. announced that the board of
directors had authorized management to explore the separation, into
two separate public companies, of the Company's publishing business
and its media and entertainment business (the "Separation"), and in
connection therewith, it was anticipated that a special shareholder
meeting will be convened during the first half of calendar 2013 to
vote on the Separation.
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On July 24, 2012, Plaintiff's counsel provided to Defendants'
counsel a final draft copy of Plaintiff's amended complaint.
On August 1, 2012, Plaintiff served its first request for
production of documents directed to Defendants.
On August 2, 2012, Plaintiff filed a verified amended and
supplemented class action complaint (the "Amended Complaint") that,
in addition to the claims and allegations in the Original
Complaint, sought a declaratory judgment of the right to vote on
the Separation, among other things.
On August 2, 2012, Plaintiff also filed an amended motion to
expedite proceedings and an amended motion for a preliminary
injunction against the application and enforcement of the
Suspension at the Annual Meeting.
On August 3, 2012, Plaintiff filed an opening brief in support
of expedition.
On August 9, 2012, News Corp. filed a Request for Declaratory
Ruling with the Federal Communications Commission (the "FCC"),
seeking permission from the FCC to allow all shares owned by the
suspended non-U.S. stockholders to be voted in connection with the
Separation.
On August 9, 2012, Defendants filed a motion to dismiss the
Amended Complaint and a brief in support of the motion and in
opposition to Plaintiff's amended motion for expedited
proceedings.
On August 14, 2012, Plaintiff filed a reply brief in support of
expedition.
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Counsel for the parties to the Action engaged in arm's-length
negotiations and, on August 28, 2012, the parties reached an
agreement in principle to settle the Action and, through their
respective counsel, executed a Memorandum of Understanding (the
"MOU") memorializing the material terms of an agreement in
principle to settle the Action.
On September 6, 2012, Plaintiff's counsel submitted the MOU to
the Court with a letter informing the Court that the parties had
reached an agreement in principle to settle the Action.
Defendants provided to Plaintiff additional discovery as agreed
by the parties ("Confirmatory Discovery") to further confirm the
fairness and reasonableness of the Settlement. Specifically,
Defendants provided Plaintiff with documents in response to
Plaintiff's Second Request for Production of Documents and the
deposition of Viet Dinh, an outside director of the Company.
III. REASONS FOR THE SETTLEMENT
Plaintiff, through its counsel, completed an investigation of
the claims and allegations asserted in the Action, as well as the
underlying events that are relevant to the Suspension. In
connection with their investigation, counsel for Plaintiff reviewed
the confidential documents produced by Defendants, and have also
conducted additional factual and legal research concerning the
validity of Plaintiff's claims, including the deposition of Viet
Dinh. While Plaintiff believes that the claims that it has asserted
have merit, it also believes that the Settlement provides
substantial benefits for the Class. Plaintiff and its counsel
believe the benefits of the Settlement provide the Class with
significant benefits designed to create more accountability and
monitoring of the Company's foreign ownership levels and to
minimize the effect of the Suspension while ensuring the Company's
compliance with U.S. federal law governing foreign ownership and
voting power by non-U.S. stockholders. In addition to the
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benefits provided by the Settlement to the Class, Plaintiff and
its counsel have considered: (i) the attendant risks of continued
litigation and the uncertainty of the outcome of the Action; (ii)
the probability of success on the merits and the allegations
contained in the Action; (iii) the desirability of permitting the
Settlement to be consummated according to its terms; and (iv)
whether the terms and conditions of the Settlement are fair,
reasonable, and adequate, and that it is in the best interests of
Plaintiff and members of the Class to settle the Action, as set
forth below.
Plaintiff and its counsel have determined that a settlement of
the Action on the terms reflected in the Stipulation is fair,
reasonable, adequate, and in the best interests of the Class.
Defendants have vigorously denied, and continue to deny: (i) any
wrongdoing or liability with respect to all claims, events, and
transactions complained of in the Action; (ii) that they engaged in
any wrongdoing; (iii) that they committed any violation of law;
(iv) that they breached or aided and abetted any breach of any
fiduciary or disclosure duties; (v) that they acted improperly in
any way; and (vi) any liability of any kind to Plaintiff or the
Class in the Action. Notwithstanding their denial of liability, in
order to: (i) avoid the distraction, burden, and expense of further
litigation; (ii) dispose of potentially burdensome and protracted
litigation; and (iii) finally put to rest and terminate the claims
asserted in the Action, Defendants consider it desirable that the
Action be settled and dismissed on the merits, with prejudice, and
without costs to any party (except as set forth below).
Plaintiff's entry into the Settlement is not an admission as to
the lack of any merit of any of the claims asserted in the
Action.
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IV. THE SETTLEMENT
In consideration for the settlement and dismissal with prejudice
of the Action and the releases provided herein, News Corp. will
file a petition (the "Petition") with the FCC requesting the relief
set forth in the paragraph below within five business days after
entry of an order by the Court of Chancery approving the
Settlement. Plaintiff will have the opportunity to review and
comment on the Petition. Subject to reasonable objection by the
Company's counsel-including Delaware counsel, other outside
counsel, FCC counsel, and in-house counsel-the Company will
incorporate Plaintiff's comments in the Petition. For the avoidance
of doubt, the parties agree that the filing of the Petition, and
not the result (if any), together with the other terms below,
constitutes the consideration for any settlement. None of the
parties knows how or when the FCC will rule on the Petition, so the
Company is under no further obligation to take any other action
with respect to the requested relief if the FCC denies or fails to
act on the Petition . For the avoidance of doubt, the Company will
timely respond to objections or opposition and will cooperate with
and respond to requests for information or questions (if any) from
the FCC, as soon as reasonably practicable after such requests are
made. The Company will not otherwise be required to take action
relating to the Petition and the requested relief.
The Petition to the FCC will request permission to comply with
47 U.S.C. -- 310(b)(4) for any meeting of stockholders of the
Company (or any Company successor holding the Company's broadcast
licenses) in the following manner: The current Suspension will
remain in place for each vote of stockholders, provided that, in
accordance with the paragraph below, the Audit Committee of the
Company's board of directors (the "Audit Committee") will modify or
withdraw the Suspension if it determines that a reduction in
foreign voting power warrants the change. Notwithstanding the
foregoing sentence, for each vote of its stockholders to which
the
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Suspension would apply, the Company would (i) determine the
number of shares held by foreign stockholders that are present at
the meeting and that would be entitled to vote but for the
Suspension, and (ii) count as votes cast all voted shares held by
foreign stockholders, up to a total of 25 percent of the shares
voted. If voted shares held by foreign stockholders represent more
than 25 percent of the shares voted, the shares voted by foreign
stockholders would be reduced pro rata until the voted shares held
by foreign stockholders represent only 25 percent of the shares
voted.
The Company will amend the Audit Committee Charter to provide
that the Audit Committee will determine on a regular basis the
total number of voting shares held by non-U.S. citizens. The Audit
Committee's determination will be made at least annually and
disclosed in the Company's annual meeting proxy materials, except
that in connection with the 2012 Annual Meeting of stockholders the
Company announced the change described below in additional proxy
materials. The Audit Committee will have the power and authority of
the Company's board of directors to modify or eliminate the
then-existing Suspension percentage based on that determination.
The Audit Committee will seek to modify the then-existing
Suspension percentage in such a way as to reduce the number of
shares suspended to the lowest number that the Audit Committee
determines, in the exercise of its business judgment, will provide
adequate protection against exceeding the 25 percent threshold in
the circumstances, taking into account all information reasonably
available to it. The Company will not alter the agreed-upon
procedure as long as it is subject to 47 U.S.C. -- 310(b)(4). On
September 28, 2012, News Corp. announced that the Audit Committee
conducted a review of News Corp.'s foreign ownership and reduced
the percentage of shares affected by the Suspension to 40% from
50%.
10
In connection with the 2012 Annual Meeting and pursuant to 8
Del. C. -- 213(a), the Company set two record dates. The Company
set a record date at least 55 days before the 2012 Annual Meeting
for determining the stockholders entitled to notice of the 2012
Annual Meeting. The Company set an additional record date 20 days
before the 2012 Annual Meeting for determining the stockholders
entitled to vote at the 2012 Annual Meeting so as to enable the
Audit Committee to review information from stockholders and, as it
deemed appropriate in accordance herewith, modified the Suspension
percentage from 50% to 40%. Additionally, the proxy cards and
ballots for the 2012 Annual Meeting requested stockholders to
confirm their citizenship.
The Company will not act to give its consent to amend, modify or
terminate the Murdoch Letter Agreement without prior approval of
the Audit Committee upon a determination that any such amendment,
modification or termination is in the best interests of the Company
and its stockholders. To the extent that the Audit Committee
determines to amend, modify or terminate the Murdoch Letter
Agreement in connection with any vote related to the Separation,
the Audit Committee shall only do so by unanimous vote of the
Committee.
Plaintiff provided comments on the draft proxy statement for the
2012 Annual Meeting. The Company considered and included comments
provided by Plaintiff.
Without admitting any wrongdoing, Defendants acknowledge that
the filing and prosecution of the Action and negotiations between
the parties' counsel resulted in Defendants' agreement to enter
into the Settlement.
Defendants have denied and continue to deny committing,
threatening, or attempting to commit any violation of law or breach
of any duty to Plaintiff, News Corp.'s shareholders, or any other
person or entity. Defendants are entering into this Settlement
solely because it will eliminate the uncertainty, distraction,
burden, and expense of further litigation.
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V. CLASS ACTION CERTIFICATION
The Court has provisionally ordered that, for settlement
purposes only, the Action shall be maintained as a non-opt-out
class action pursuant to Court of Chancery Rules 23(a), 23(b)(1)
and (b)(2) on behalf of any and all non-U.S. holders of News Corp.
Class B common stock between April 18, 2012 and October 16, 2012,
including any and all of their respective successors in interest,
predecessors, representatives, trustees, executors, administrators,
heirs, assigns or transferees, immediate and remote, and any person
or entity acting for or on behalf of, or claiming under, any of
them, and each of them (the "Class"), but excluding Defendants and
Released Persons (as defined below).
Inquiries or comments about the Settlement may be directed to
the attention of Plaintiff's counsel as follows:
Michael Hanrahan, Esq.
PRICKETT, JONES & ELLIOTT,
P.A.
1310 N. King Street
Wilmington, Delaware 19801
VI. SETTLEMENT HEARING
The Court has scheduled a Settlement Hearing which will be held
on April 26, 2013, at 10:00 a.m., in the New Castle County
Courthouse, 500 North King Street, Wilmington, Delaware 19801,
to:
a. determine whether the provisional class action certification
should be made final;
b. determine whether the Settlement should be approved by the
Court as fair, reasonable, adequate, and in the best interests of
the Class;
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c. determine whether an Order and Final Judgment should be
entered pursuant to the Stipulation;
d. consider Plaintiff's counsel's application for an award of
attorneys' fees and expenses; and
e. rule on such other matters as the Court may deem
appropriate.
The Court has reserved the right to adjourn the Settlement
Hearing or any adjournment thereof, including consideration of the
application for attorneys' fees, without further notice of any kind
other than oral announcement at the Settlement Hearing or any
adjournment thereof.
The Court has also reserved the right to approve the Settlement
at or after the Settlement Hearing with such modification(s) as may
be consented to by the parties to the Stipulation and without
further notice to the Class.
VII. RIGHT TO APPEAR AND OBJECT
Any person who objects to the Settlement, the Order and Final
Judgment to be entered in the Action, and/or Plaintiff's counsel's
application for attorneys' fees, or who otherwise wishes to be
heard, may appear in person or by counsel at the Settlement Hearing
and present evidence or argument that may be proper and relevant;
provided, however, that, except by order of the Court for good
cause shown, no person shall be heard and no papers, briefs,
pleadings or other documents submitted by any person shall be
considered by the Court unless not later than ten (10) business
days prior to the Settlement Hearing such person files with the
Court and serves upon counsel listed below: (a) a written notice of
intention to appear; (b) proof of membership in the Class; (c) a
statement of such person's objections to any matters before the
Court; and (d) the grounds for such objections and the reasons that
such person desires to appear and be heard, as well as all
documents or writings such person desires the Court to consider.
Such filings shall be served electronically via File &
ServeXpress e-service, by hand, or by overnight mail upon the
following counsel:
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Michael Hanrahan, Esq.
PRICKETT, JONES & ELLIOTT,
P.A.
1310 N. King Street
Wilmington, Delaware 19801
Gregory V. Varallo, Esq.
RICHARDS LAYTON & FINGER,
P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Unless the Court otherwise directs, no person shall be entitled
to object to the approval of the Settlement, any judgment entered
thereon, the adequacy of the representation of the Class by
Plaintiff and its counsel, any award of attorneys' fees, or
otherwise be heard, except by serving and filing a written
objection and supporting papers and documents as prescribed above.
Any person who fails to object in the manner described above shall
be deemed to have waived the right to object (including any right
of appeal) and shall be forever barred from raising such objection
in this or any other action or proceeding.
VIII. INTERIM INJUNCTION
Pending final determination of whether the Settlement should be
approved, Plaintiff and all members of the Class, and any of them
are barred and enjoined from commencing, prosecuting, instigating,
or in any way participating in the commencement or prosecution of
any action asserting any Released Claims, either directly,
representatively, derivatively, or in any other capacity, against
Defendants or any of the Released Persons (defined below) and from
seeking any interim relief in favor of any member of the Class.
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IX. ORDER AND FINAL JUDGMENT OF THE COURT
As provided for in the Stipulation, the parties will jointly
request at the Settlement Hearing that the Court determine and
enter an Order and Final Judgment concluding that the Settlement is
fair, reasonable, adequate, and in the best interests of the Class.
The Order and Final Judgment shall, among other things:
a. Certify the Action as a mandatory, non-opt-out class action
pursuant to Court of Chancery Rules 23(a) and 23(b)(1) and
(b)(2);
b. Determine that the requirements of the Court of Chancery Rule
23 and due process have been satisfied in connection with the
Notice;
c. Certify the named Plaintiff in this Action, Första AP-fonden,
as representative of the Class, and Prickett, Jones & Elliott,
P.A. and Kessler Topaz Meltzer & Check, LLP as co-lead counsel
for the Class;
d. Approve the Settlement as fair, reasonable, adequate, and in
the best interests of the Class;
e. Dismiss the Action with prejudice on the merits, as against
any and all Defendants, without costs except as herein provided,
and release Defendants and all other Released Persons (defined
below) from the Released Claims (defined below); and
f. Determine any award of attorneys' fees and expenses incurred
by counsel for Plaintiff.
X. RELEASES
Effective upon the occurrence of Final Approval of the
Settlement, the Plaintiff and each and every member of the Class
(collectively, the "Releasing Persons") shall be deemed to have,
and by operation of the Order and Final Judgment approving this
Settlement shall have, completely, fully, finally, and forever,
compromised, settled, released, discharged, extinguished,
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relinquished, and dismissed with prejudice all claims, demands,
rights, actions or causes of action, liabilities, damages, losses,
obligations, judgments, suits, fees, expenses, costs, matters and
issues of any kind or nature whatsoever, whether known or unknown,
contingent or absolute, suspected or unsuspected, disclosed or
undisclosed, matured or unmatured, that were asserted or could have
been asserted or in the future can or might be asserted in the
Action or in any court, tribunal or proceeding (including, but not
limited to, any claims arising under federal or state statutory or
common law relating to alleged breach of care, breach of loyalty,
breach of contract, breach of trust or otherwise but excluding
claims for conduct occurring after the date hereof), whether
individual, class, derivative, representative, legal, equitable, or
of any other type or capacity, against the Defendants or any of
their respective families, parent entities, controlling persons,
associates, affiliates, or subsidiaries and each and all of their
respective past or present or future officers, directors,
stockholders, principals, representatives, employees, attorneys,
consultants, advisors or agents, insurers, heirs, executors,
trustees, general or limited partners or partnerships, limited
liability companies, members, joint ventures, personal or legal
representatives, estates, administrators, predecessors, successors,
or assigns (collectively, the "Released Persons"), whether or not
any of the Released Persons were named, served with process, or
appeared in the Action, which have arisen or could have arisen,
arise now or hereafter may arise out of or relate in any manner to
the allegations, facts, events, acquisitions, matters, acts,
occurrences, statements, representations, misrepresentations,
omissions, or any other matter, thing or cause whatsoever, or any
series thereof, embraced, involved or set forth in, or referred to
or otherwise related, directly or indirectly, in any way to the
Suspension, the Action, the Original Complaint, the Amended
Complaint, or any other transaction contemplated therein (but
excluding claims for conduct occurring after the date of
Stipulation of Settlement) (the "Released Claims").
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The Released Claims shall not include claims relating to future
conduct, including, without limitation, claims relating to: (i) the
potential approval or terms of the Separation; (ii) any decision by
the Audit Committee to amend, modify or terminate the Murdoch
Letter Agreement, including with respect to the Separation; (iii)
amendment, modification or withdrawal of the Petition or the FCC
application relating to the Suspension or Separation; and (iv)
enforcement of the Settlement. For purposes of clarity, to the
extent not identified in the preceding sentence, any and all claims
pertaining to the Suspension are settled in this Settlement, and
the Suspension will in no way be used as the basis for a claim in
future litigation pertaining to the Separation (to the extent not
barred in this Settlement) or any other claims.
Upon occurrence of the Final Approval, Defendants and Released
Persons shall be deemed to have, and by operation of the Order and
Final Judgment approving this Settlement shall have, completely,
fully, finally, and forever released Plaintiff, members of the
Class, and their counsel from all claims arising out of the
instituting, prosecution, settlement, or resolution of the Action;
provided, however, that the Defendants and Released Persons shall
retain the right to enforce in the Court the terms of the
Stipulation.
The releases contemplated by the Stipulation shall extend to
claims that the Releasing Persons do not know or suspect to exist
at the time of the release, including, without limitation, those,
which if known, might have affected their decision to enter into
the release or whether or how to object to the Settlement. The
Settlement is intended to extinguish all Released Claims, and
consistent with such intention, the Releasing Persons shall be
deemed to
17
waive and relinquish, to the fullest extent permitted by law,
the provisions, rights, and benefits of any state, federal, or
foreign law or principle of common law that may have the effect of
limiting the releases set forth above. The Releasing Persons shall
be deemed to relinquish, to the extent applicable and to the full
extent permitted by law, the provisions, rights and benefits of
Section 1542 of the California Civil Code, which states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME
OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
In addition, the Releasing Persons shall be deemed to waive any
and all provisions, rights, and benefits conferred by any law of
any state or territory of the United States, or principle of common
law, that is similar, comparable or equivalent to California Civil
Code Section 1542. The Releasing Persons acknowledge that they may
discover facts in addition to or different from those that they now
know or believe to be true with respect to the subject matter of
this Settlement, but that it is their intention to completely,
fully, finally, and forever compromise, settle, release, discharge,
extinguish, and dismiss any and all claims released hereby, whether
known or unknown, suspected or unsuspected, contingent or absolute,
accrued or unaccrued, apparent or unapparent, that now exist or
heretofore existed or may hereafter exist, except for claims based
on conduct occurring after the date hereof, and without regard to
the subsequent discovery of additional or different facts.
XI. APPLICATION FOR ATTORNEYS' FEES AND EXPENSES
Plaintiff's counsel intends to apply to the Court for an award
of attorneys' fees and expenses of no more than $2.8 million in the
aggregate (the "Fee Application"). If the parties are unable to
reach agreement, Defendants reserve the right to oppose the Fee
18
Application. All such fees and expenses that are awarded by the
Court shall be paid, or caused to be paid, by News Corp., its
insurers or its successor-in-interest (the "Fee Award"). No other
Defendant shall bear responsibility for such payment. Counsel for
Plaintiff warrants that no portion of such fees and expenses shall
be paid to the named Plaintiff, or any other member of the Class,
except as approved by the Court. The Court may consider and rule on
the fairness, reasonableness, and adequacy of the Settlement
independently of any award of attorneys' fees and expenses. Any
failure of the Court to approve the Settlement shall have no impact
on or preclude Plaintiff's counsel from applying for an award of
attorneys' fees and expenses on grounds of mootness, and Defendants
reserve the right to oppose any such application. Plaintiff will
not seek attorneys' fees and expenses other than as provided for in
this paragraph.
Except for the attorneys' fees and expenses referred to above
and the costs of providing and administering this notice,
Defendants shall not be required to bear any other expenses, costs,
damages, or fees alleged or incurred by Plaintiff, by any member of
the Class, or by any of their attorneys, experts, advisors, agents,
or representatives. Defendants shall have no responsibility for,
and no liability with respect to, the allocation of fees or
expenses among counsel for Plaintiff and/or any other person who
may assert a claim to the Fee Award.
XII. NOTICE TO PERSONS OR ENTITIES HOLDING OWNERSHIP ON BEHALF
OF OTHERS
Brokerage firms, banks and/or other persons or entities who held
shares of the Class B common stock of News Corp. from and including
April 18, 2012 through and including the date of October 16, 2012,
for the benefit of non-U.S. shareholders, are directed promptly to
send this Notice to all of their respective beneficial owners. If
additional copies of the Notice are needed for forwarding to such
beneficial owners, any requests for such copies may be made to:
19
Laura Cleveland
Corporate Secretary
News Corporation
1211 Avenue of the Americas
New York, New York 10036
212-852-7000
XIII. SCOPE OF THIS NOTICE
This Notice is not all-inclusive. The references in this Notice
to the pleadings in the Action, the Stipulation, and other papers
and proceedings are only summaries and do not purport to be
comprehensive. For the full details of the Action, the claims and
defenses which have been asserted by the parties, and the terms and
conditions of the Settlement, including a complete copy of the
Stipulation, members of the Class are referred to the documents
filed with the Court. You or your attorney may examine the Court
files during regular business hours of each business day at the
office of the Register in Chancery, in the New Castle County
Courthouse, 500 King Street, Wilmington, Delaware 19801. Questions
or comments may be directed to counsel for the Plaintiff, Michael
Hanrahan, Prickett, Jones & Elliott, P.A., 1310 N. King Street,
Wilmington, Delaware 19801.
PLEASE DO NOT WRITE OR CALL THE COURT.
BY ORDER OF THE COURT
/s/ Register in Chancery
------------------------
Dated: December 10, 2012 Register in Chancery
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