News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) today announced that in order to ensure compliance with U.S. law, it has suspended the voting rights of a portion of the Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), held by stockholders who are not U.S. citizens (“Non-U.S. Stockholders”). The suspension will not impact the rights of Non-U.S. Stockholders of Class B Common Stock to receive dividends and distributions.
This suspension of voting rights allows the Company to remain compliant with applicable U.S. law governing holders of U.S. broadcast station licenses, which limits both ownership and voting power of corporations owning broadcast station licensees to no more than 25% by Non-U.S. Stockholders. This action secures the critical assets of News Corporation’s valuable television segment, representing the Company’s 27 owned-and-operated stations and the Fox Broadcasting Company, which together generated $4.8 billion in revenue and $681 million in operating profit in fiscal 2011.
Based on information currently available to the Company, the Board of Directors of the Company (the “Board”) has determined that approximately 36% of the Company’s Class B Common Stock is owned by Non-U.S. Stockholders; and the combined ownership of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”) and Class B Common Stock by Non-U.S. Stockholders is approximately 22% of the combined outstanding shares of Class A Common Stock and Class B Common Stock. In order to comply with U.S. law and in accordance with Article IV, Section 5 of the Company’s Restated Certificate of Incorporation, the Board approved the immediate suspension of voting rights of 50% of the Class B Common Stock held by Non-U.S. Stockholders.
The suspension of voting rights will remain in place for as long as the Company deems it necessary to maintain compliance with U.S. law. However, it will not apply in connection with any vote on any matter on which holders of Class A Common Stock shall be entitled to vote together with holders of Class B Common Stock as described in the Company’s Restated Certificate of Incorporation.
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