News Corporation Files Registration Statement for Planned Separation of Businesses

Fri Dec 21, 2012 6:38am EST

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http://pdf.reuters.com/htmlnews/8knews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20121221:nBw215249a

NEW YORK--(Business Wire)--
News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) today filed an initial
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 Form 10 filing initiates a process of providing details about the new
News Corporation and the manner in which the separation will occur. The new News
Corporation will comprise a range of market-leading brands in newspapers,
information services and integrated marketing services, digital real estate
services, book publishing, digital education, as well as sports programming and
pay-TV distribution in Australia. 

"The filing of the Form 10 is another important step forward in the evolution of
our company and in the establishment of two independent global leaders in Fox
Group and the new News Corporation," said Rupert Murdoch, Chairman and CEO of
News Corporation. "Today we are pleased to provide further details on the new
News Corporation - a global diversified media and information services company
uniquely positioned to take advantage of exciting growth opportunities and new
business models." 

The Form 10 is available on the SEC's website at www.sec.gov and at
http://www.newscorp.com/investor. News Corporation also filed today with the SEC
a 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
September 30, 2012 of approximately US$60 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 December 20, 2012.

News Corporation
Nathaniel Brown, 212-852-7746
nbrown@newscorp.com
or
Dan Berger, 310-369-1274
dberger@newscorp.com

Copyright Business Wire 2012
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