News Corp. Raises Fox Bid
News Corp. is increasing the exchange ratio in its previously announced exchange offer for all of the outstanding shares of Fox Entertainment’s Class A common stock that News Corp. doesn’t already own.
Pursuant to the terms of the increased exchange offer, holders of Fox Class A common stock will receive 2.04 shares of News Corporation Class A common stock in exchange for each outstanding share of Fox Class A common stock validly tendered and not withdrawn in the exchange offer.
Except for the increase in the exchange ratio, the other terms and conditions of the exchange offer remain unchanged, including the condition that there must be validly tendered a majority of the outstanding shares of Fox Class A common stock not beneficially owned by News Corporation or its affiliates, directors and executive officers or the directors and executive officers of Fox.
News Corporation’s increase in the exchange ratio followed discussions with the special committee of the Fox board of directors, comprised solely of independent directors, formed to consider the exchange offer and plaintiffs in the lawsuit referred to below. News Corporation expects to mail a prospectus supplement to Fox stockholders in the near future.
News Corporation has been informed by the special committee that the committee intends to recommend that Fox stockholders accept the increased exchange offer and tender their shares. The special committee received fairness opinions from its financial advisors, The Blackstone Group L.P. and Morgan Stanley & Co. Incorporated.
News Corporation also announced the settlement in principle of a purported consolidated class action lawsuit filed in the Delaware Court of Chancery and purported class action lawsuits filed in the Supreme Court of the State of New York County of New York and the U.S. District Court for the Southern District of New York, in each case, brought on behalf of stockholders of Fox other than News Corporation challenging the exchange offer. A memorandum of understanding setting forth the terms of the settlement was entered into by the plaintiffs and the named defendants as of March 2, 2005. Among other conditions, the settlement is subject to negotiation of final settlement documentation, confirmatory discovery by the plaintiffs, court approval of the settlement and dismissal with prejudice of the litigation.
News Corporation has extended the exchange offer, previously scheduled to expire at midnight on March 4, 2005, until midnight, New York City time, on March 18, 2005.
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