News Corporation · NASDAQ:NWS
News — Merger or Acquisition (April 2004)
9 slides from News's merger presentation, Apr 6, 2004
Slide 1: News Corporation U.S. Reincorporation Discussion Outline
News Corporation U.S. Reincorporation Discussion Outline April 6, 2004 1
Slide 2: Summary
Summary • News Corp is seeking to reincorporate in the U.S. by the end of calendar 2004 through a share-for-share exchange • Move reflects the current profile of the Company’s global business mix – Company is already treated as foreign-owned for various Australian purposes – News Corp has transforme
Slide 3: Transaction Benefits
Transaction Benefits • Enhance liquidity for all shareholders – The U.S. market is the most liquid in the world – Maintain presence in Australian capital markets • Expand shareholder base – Eliminates hurdles for large U.S. institutions from buying and holding News Corp stock – News Corp has relativ
Slide 4: The Process
The Process • Through a new U.S. holding company, shares in News Corporation (TNCL-Australia) will be exchanged for shares in New News Corporation (U.S.). • News Corporation currently has two classes of stock – Voting Stock (“Ordinaries”) and Non-Voting Stock (“Preferred”) – Excluding the Murdoch In
Slide 5: The Process – The Murdoch Interests
The Process – The Murdoch Interests • Through the reincorporation, the Murdoch Holding Companies will be conveyed for New News Corp shares. Such interests, which are valued at A$8.8 billion,(a) are comprised of: A. Directly owned Voting and Non-Voting shares in News Corp. – Like all other shareholde
Slide 6: Comparison of Murdoch Interests Before and After Transaction
Comparison of Murdoch Interests Before and After Transaction • The value of the Murdoch Interests is unchanged before and after the reincorporation (000's) Before After A$ Value After Voting Shares • Direct 307,806 307,806 $ 3,739,800 • Indirect (through QPL) 185,916 • Direct 185,916 $ 2,258,900 Non
Slide 7: Financial Impact
Financial Impact Financial Impact to News Corporation Acquire & Proforma TNCL Consolidate QPL As Adjusted Shares Outstanding (000's) - Voter 1,964,712 120,388 2,085,100 - Non-voter 3,792,542 (31,774) 3,760,768 Total Shares 5,757,254 88,614 5,845,868 Total ADR's 1,439,313 22,154 1,461,467 • The conso
Slide 8: Other Items
Other Items • Tax-free exchange for most shareholders (each shareholder should obtain their own tax advice) – Australian shareholders will be impacted by: • Shares owned, if any, before September 19, 1985 (referred to as “Pre-Capital Gains Tax shares”) will become taxable after the reincorporation (
Slide 9: News Corporation
tt News Corporation