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News Corp. Sets June 11 Date For Split Vote

Media Giant Will Cleave Into Publishing, Media Units 4/30/2013 9:08 AM Eastern

News Corp. has set a June 11 date for a special shareholder vote on the company’s planned split into two separate companies, one focusing on its publishing assets and the other on its television and film units.

According to a proxy statement filed Tuesday, the vote will be held at 10 a.m. Eastern Time at the Citi Auditorium in New York City. News Corp. announced in June its intention to split into two separate publicly traded companies – News Corp., which would include its newspaper assets like the Wall Street Journal, the New York Post, the Sun and The Times of London in the U.K. and several Australian newspapers; and 21st Century Fox, which would include its cable channels, the Fox Broadcasting network and the 20th Century Fox film studio.

The two companies will be led by chairman Rupert Murdoch, who will also serve as CEO of the 21st Century Fox entertainment unit.

Because the split involves U.S. broadcasting and newspaper assets, News Corp. is awaiting Federal Communications Commission approval on whether its foreign-based owners will be allowed to vote on the split. According to federal regulations, no holder of broadcast station licenses may be owned by a corporation if more than 25% of its stock is owned by non-U.S. stockholders and if the FCC believes the public interest will be served by revoking the license. News Corp said in the proxy that it would like its international shareholders to vote on the bylaw changes related to the split, but hasn’t received a ruling from the FCC.  News Corp.’s largest individual shareholders are the Murdoch family – led by naturalized U.S. citizen Rupert Murdoch – with about 39% of the stock. Major foreign shareholders include Saudi Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud, with 7%.

News Corp said in the proxy that it will suspend 40% of the voting rights of Class B common stock held by non-U.S. holders in order to comply with the law. It also stated that the Murdoch family “will not vote or provide voting instructions with respect to a portion of their shares of Class B Common Stock to the extent that doing so would increase their percentage of voting power from what it was prior to the suspension of voting rights.”    

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