News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) (the "Company") and new News Corporation today announced that, in advance of the separation of the Company into two distinct publicly traded companies (the “Separation”), 21st Century Fox (which will be the new name of the Company after the Separation) and the new News Corporation, the Company and the new News Corporation have each entered into the previously announced stockholder rights agreements as of June 14, 2013. In connection with the rights agreements, the Company and the new News Corporation will distribute one right for each outstanding share of their common stock held by all stockholders at the close of business on June 21, 2013, with the distribution conditioned upon the completion of the separation. Each right entitles the holder to purchase one one-thousandth of a share of 21st Century Fox Series A junior participating preferred stock or the new News Corporation Series A junior participating preferred stock (each subject to anti-dilution provisions), as applicable, upon the occurrence of certain triggering events. The purchase price for the 21st Century Fox Series A junior participating preferred stock and the new News Corporation Series A junior participating preferred stock will be the exercise price of $150.00 and $90.00, respectively, subject to certain adjustments. The rights agreements will expire on May 24, 2014, in the case of the Company, or one year after the date of the Separation, in the case of the new News Corporation.
The Company has considered that there may be significant volume of trading in shares of 21st Century Fox and the new News Corporation around the time of the Separation, and for a period thereafter. The respective rights agreements are intended to protect the stockholders of the Company and of the new News Corporation from efforts to obtain control of such companies that their respective Boards of Directors determine are not in the best interests of the companies and their respective stockholders. The rights agreements are not intended to interfere with any merger, tender or exchange offer or other business transaction approved by either the Board of Directors of 21st Century Fox or the Board of Directors of the new News Corporation, and such rights agreements do not prevent either Board of Directors from considering any offer that it considers to be in the best interest of its stockholders.
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