News Corporation Announces Filing of Amendment to Registration Statement for Planned Separation of Businesses

Fri Mar 8, 2013 8:17am EST

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http://pdf.reuters.com/htmlnews/8knews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20130308:nBw085389a

NEW YORK--(Business Wire)--
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.newscorp.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.

News Corporation
Julie Henderson, 212.852.7070
jhenderson@newscorp.com
or
Nathaniel Brown, 212.852.7746
nbrown@newscorp.com



Copyright Business Wire 2013

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