Rupert Murdoch to split News Corp. into two publicly traded companies

News Corp. confirmed today that it is planning to split into two publicly traded companies. News Corp.’s full press releases, verbatim:

News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) today announced that it intends to pursue the separation of its publishing and media and entertainment businesses into two distinct publicly traded companies. Upon closing of such a transaction, shareholders would hold interests in a world-class publishing company, consisting of the largest collection of best-in-class publishing assets and a new digital education group, and an unmatched global media and entertainment company, each of which would benefit from enhanced strategic alignment and increased operational flexibility with respect to an unparalleled portfolio of assets, brands and franchises.

News Corporation’s Board authorized management to explore this separation after a Board meeting yesterday.

The proposed transaction would create global category leaders in both publishing and entertainment: a publishing company, which would be comprised of News Corporation’s newspapers and information businesses in the U.S., U.K., and Australia, the Company’s leading book publishing brands, its integrated marketing services company, its digital education group, as well as its other assets in Australia; and a global media and entertainment company, which would encompass News Corporation’s broadcast and worldwide cable networks, leading film and television production studios, television stations and highly successful pay-TV businesses in Europe and India.

“There is much work to be done, but our Board and I believe that this new corporate structure we are pursuing would accelerate News Corporation’s businesses to grow to new heights, and enable each company and its divisions to recognize their full potential – and unlock even greater long-term shareholder value,” said Rupert Murdoch, Chairman and CEO of News Corporation. “News Corporation’s 60-year heritage of developing world-class media brands has resulted in a large and unparalleled portfolio of diversified assets. We recognize that over the years, News Corporation’s broad collection of assets have become increasingly complex. We determined that creating this new structure would simplify operations and greater align strategic priorities, enabling each company to better deliver on our commitments to consumers across the globe. I am 100 percent committed to the future of both the publishing and media and entertainment businesses and, if the Board ultimately approves a separation, I would serve as Chairman of both companies.”

News Corporation believes that a separation of the businesses into distinct public corporations with their own identities and strategies would enhance overall shareholder value and allow each company to:

• Focus on and pursue distinct strategic priorities and industry-specific opportunities that would maximize their long-term potential.

• Benefit from greater financial and operational flexibility and better position each company to compete.

• Respond and react more quickly to rapidly-evolving technology and global market opportunities.

• Tailor its capital structure, and allocate and deploy resources in a manner consistent with its strategic objectives that best enhances value for its respective shareholder group.

With more focus devoted to each business’ financial and operational structure, investors would be able to more clearly evaluate the inherent value of both portfolios of assets and invest in each company accordingly.

The new global media and entertainment company that would be created through the proposed transaction would consist of News Corporation’s highly-profitable cable and television assets, filmed entertainment, and direct satellite broadcasting businesses, including Fox Broadcasting, Twentieth Century Fox Film, Twentieth Century Fox Television, Fox Sports, Fox International Channels, Fox News Channel, Fox Business Network, FX, Star, the National Geographic Channels, Shine Group, Fox Television Stations, BSkyB, Sky Italia and Sky Deutschland, among others. As a pure-play content producer and distributor, the Company would build on its deep heritage in developing incredibly strong, premium content for distribution on screens of all sizes by leveraging its leading content across its entertainment and cable news verticals, as well as its unparalleled collection of regional sports networks, and the industry’s leading movie and TV production and distribution company. In addition, the entertainment company would benefit from its rapidly growing, high-margin cable network and pay-TV assets, and the distribution capabilities and opportunities associated with its unrivaled global footprint with significant scale across North and South America, Europe and Asia.

The new global publishing company that would be created through the proposed transaction would consist of News Corporation’s current publishing businesses, as well as its book publishing, education and integrated marketing services divisions. The new publishing company would create a scaled publishing platform that would be one of the best capitalized in the industry. The publishing company would have the opportunity to leverage its trusted brands for innovation and value creation across all traditional and digital platforms. The publishing company would incorporate some of the world’s most successful print, digital and information services brands including Dow Jones, The Wall Street Journal, Dow Jones Newswires, HarperCollins, The New York Post, and The Daily, as well as offer the rich diversity of assets in Australia, including leading brands such as The Australian, The Herald Sun, The Daily Telegraph and The Courier Mail. In addition, the Company would include The Times, The Sun, The Sunday Times, as well as News Corporation’s integrated marketing services group and its ground-breaking digital education group, including Wireless Generation. With a balanced portfolio of stable and growing news publishing brands and other assets, shareholders would benefit from strong and consistent free cash flow generated by these businesses, over multiple platforms.

Upon closing of the proposed transaction, News Corporation’s shareholders would receive one share of common stock in the new company for each same class News Corporation share currently held. Following the separation, each company would maintain two classes of common stock: Class A Common and Class B Common Voting Shares.

Upon closing of the proposed transaction, Rupert Murdoch would serve as Chairman of both companies and CEO of the media and entertainment company. Chase Carey would serve as President and COO of the media and entertainment company. Over the next several months, the Company will assemble management teams and Boards of Directors for both businesses.

The separation is expected to be completed in approximately 12 months. Management is developing detailed plans for the Board’s further consideration and final approval. To execute the transaction requires further work on structure, management, governance, and other significant matters. After receiving final approval of the Board of Directors, News Corporation will convene a special shareholder meeting to consider the transaction. This meeting is not expected to take place until the first half of calendar 2013. During the closing process, News Corporation will remain focused on delivering the best possible results for the benefit of its consumers, customers and shareholders.

In addition to shareholder approval, the completion of the separation will also be subject to receipt of regulatory approvals, opinions from tax counsel and favorable rulings from certain tax jurisdictions regarding the tax-free nature of the transaction to the Company and to its shareholders, further due diligence as appropriate, and the filing and effectiveness of appropriate filings with the U.S. Securities and Exchange Commission. The Company will provide interim updates as appropriate. There can be no assurances given that the separation of the Company’s businesses as described in this announcement will occur.

About News Corporation
News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) had total assets as of March 31, 2012 of approximately US$61 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.

Source: News Corp.

Related articles:
News Corp.’s The Daily averaging only 120,000 readers at most per week – September 29, 2011
What’s going on with Rupert Murdoch’s Wall Street Journal and Apple? – July 23, 2011
News Corp.‘s Super Bowl ad for The Daily shows Apple iPad, neglects to say ‘Apple iPad’ (w/ video) – February 7, 2011
The Daily: First national daily news publication exclusively for iPad debuts; Jobs: ‘It’s terrific’ – February 2, 2011
News Corp.‘s Rupert Murdoch, Apple’s Eddy Cue to launch The Daily at special media event on Feb. 2 – February 1, 2011
iPad newspaper ‘Daily’ created by Steve Jobs and Rupert Murdoch to launch within days – November 20, 2010
News Corp.‘s Rupert Murdoch hails Apple’s revolutionary iPad as ‘game changer’ – August 05, 2010
News Corp.‘s Rupert Murdoch waxes enthusiastic about Apple’s iPad – February 19, 2010

26 Comments

  1. Searched the press release for any mention of “apple”, “iPhone” and “mac”. Zero matches.

    So if this has no direct relevance to Macs or even Apple, why is this on MDN?

        1. And your proof of this is?

          When a major supplier of content to Apple splits in two, I expect MDN to cover it.

          If Sony spins off Sony Pictures and/or Sony Music, I expect MDN to cover it.

          You’re blinded by your failed left-wing ideology.

          1. And you’re so blinded by idiotic partisan hatred that you had to drop in that political BS in your last line.

            The rest of your post made sense and I was willing to accept it on its own merits, but you just couldn’t resist temptation.

            1. Why didn’t you accept this article at the outset as you would have had it been about Sony Corp.?

              Because you’re blinded by your failed left-wing ideology. That’s why.

            2. I am centrist, because anyone who thinks either extreme is the correct way, is lying to themselves. It also means I, like Steve Jobs, am able to change my mind and admit I’m wrong based on new evidence or different perspectives.

              But thanks for playing.

            3. And don’t read the Steve Jobs reference to mean that I think I’m on the same level as he is. That would be ludicrous and putting words in my mouth. Just saying I share that particular trait.

    1. Yeah, MDN has an “extreme right wing agenda.”

      For example, here’s MDN’s response to REPUBLICAN U.S. Senator Tom Coburn last month:

      MacDailyNews Take: No shit we have a tax code, Sherlock. And, no shit it’s FUBAR. And, no shit you shouldn’t be trying to tax profits that Apple made and upon which Apple was likely already taxed offshore. And, guess what, dumbass, er… Senator, Apple didn’t pay 10% in taxes, the shitastic New York Times regurgitated a press release from an at least equally idiotic “think tank” that either screwed up or massaged the data in order to make Apple look bad … Apple Inc.’s effective tax rates were approximately 24.2%, 24.4% and 31.8% for 2011, 2010 and 2009, respectively.

      We’re rapidly getting to the point where we’d applaud Apple if they’d simply move the company out of the USA. Why the ultimate American Success Story should stick around to have the mentally deficient of America shit all over them is beyond us.

      Dear dumbass, er… Senator (we keep doing that for some reason): Do your research. Apple reports to the SEC, not to mention the IRS, with much regularity. The New York Times reported bad data. This is certainly not a unique occurrence. This you must know. If not, how the hell did you get elected? Using the New York Times as your basis for so-called lividity makes you sound like a moron, even if your general point – the need for tax reform – is sound.

      From Republican Senator Coburn ‘livid’ over New York Times’ report about Apple taxes – Tuesday, May 1, 2012

      1. Come on, when you worship Rush Limbaugh, you’re not being logical. My point is, politics is a huge distraction and turnoff- look at this discussion. It is divisive- I come here for “extremely logical” reporting and commentary on Apple news, and have to leave when the commentary involves rightwing bias, insulting remarks about our president and other perceived “libtards,” and that rather than uniting in our love of Apple and its products, we’re fighting amongst ourselves. I can do that on any PC-biased site.. and I get trapped in enough political debate elsewhere.

      2. MDN is neither right nor left, they are just extremely logical.

        Thanks for not stalking me today MOPS. But you’re just is insane and inane ever. MDN is merely human like anyone else. They’ve made some ridiculously stupid statements here on the order of your own stupidity. Neither of you qualify as remotely logical at your worst. At least MDN makes frequent efforts at being logical, unlike you, anonymous coward dimwit.

    1. We wish. But don’t under estimate the evil powers of the Corporate Oligarchy and money. George W. Bush and Dick Cheney are still out of prison, despite their direct responsibility for thousands of murders. And please DO ask me what I’m talking about dear Neo-Con-Job suckers! It’s one of my favorite rants and one of the most cynicism inspiring subjects of the day. 😛

    1. When a major supplier of content to Apple splits in two, I expect MDN to cover it.

      If Sony spins off Sony Pictures and/or Sony Music, I expect MDN to cover it.

      You’re blinded by your failed left-wing ideology.

  2. There are a lot of words, but there is no explanation why company’s divisions are not as flexible now as they supposed to be under split state.

    There is nothing what prohibits them doing what described in this press-release without this split.

    So the only reason for this split is that one part of the business grows distinctly slower than the other, and this drags share price down. Murdock thinks that cumulative cost of two News companies will be significantly higher than the value of the current united company.

    1. It’s far worse than that. Haven’t you been following what’s been going on in the UK? The newspaper business has been caught committing criminal acts. Other governments are starting to audit the e-mail trails of NewsCorp subsidiaries, and there have been numerous multi-million dollar lawsuits and settlements.

      The fear amongst the shareholders is that the wrongdoing in the newspaper business could bring down the whole of NewsCorp, because every other week there’s further evidence of corruption and lawbreaking being uncovered.

      So NewsCorp are splitting the company to protect the more profitable broadcast and film business from the liabilities caused by the newspaper side. At least if the newspaper business ends up going to the wall over this, they get to keep the more lucrative side up and running.

  3. Just sell it all off Rupert, you nasty old deceitful bugger. You’re the epitome of the modern self-destructive BizTard. Get out of the way and let the next generation have a crack at restoring REAL capitalism and competition.

    And oh yeah. Burn in hell, or whatever you call your own private masochistic domain.

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