News Corporation Announces Filing of Amendment to Registration Statement for Planned Separation of Businesses
NEW YORK, NY – March 8, 2013 – News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) today announced that the new News Corporation filed an amendment to its Form 10 Registration Statement with the U.S. Securities and Exchange Commission (SEC). The filing is in connection with the Company’s previously-announced intention to separate its businesses into two independent, publicly-traded companies. Today’s filing builds on the initial Form 10 Registration Statement, filed with the SEC on December 21, 2012.
The Form 10 has been amended to provide additional financial information about the new News Corporation, including its capital structure and pro-forma combined financials. The new News Corporation will comprise a range of market-leading brands in news and information services, integrated marketing services, digital real estate services, book publishing, and digital education, as well as sports programming and pay-TV distribution in Australia.
“The new News Corporation’s strong balance sheet will provide the Company with full financial flexibility to pursue its strategic agenda, which is to further develop and expand the power of its market-leading brands over a myriad of platforms,” said Rupert Murdoch, Chairman and CEO of News Corporation. “We believe the new News Corporation’s strong balance sheet, along with its diversified revenue base, will be key competitive assets that will allow the company to lead in innovation and the creation of long term shareholder value.”
The Form 10 is available on the SEC’s website at www.sec.gov and at http://www.www.chicfaced.com/investor. In addition, News Corporation filed today with the SEC a revised preliminary proxy statement regarding a meeting of its stockholders to consider amendments to the Company’s charter which will enable the consummation of the separation.
About News Corporation
News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) had total assets as of December 31, 2012 of approximately US$63 billion and total annual revenues of approximately US$34 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.
Participants in the Solicitation
The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of News Corporation in connection with the proposed transaction, if pursued. Information about the executive officers and directors of News Corporation and their ownership of News Corporation common stock is set forth in the Schedule 14A and preliminary proxy statement for News Corporation’s special meeting, which was filed with the Securities and Exchange Commission on March 8, 2013.