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News Corp. Board Approves Reincorporation Plan

Aug 10, 2004  •  Post A Comment

News Corp. on Tuesday moved a step closer to its planned reincorporation in the United States, after a special committee and the board of directors unanimously approved the media giant’s planned domicile change.

The company said a committee of non-executive board members and News Corp.’s full board approved the reorganization, which was announced in April as a way to more easily tap the capital markets in the United States. News Corp. is currently domiciled in Australia despite its huge U.S. presence.

As part of the transaction, existing News Corp. shareholders will receive shares in a U.S. entity on a 2-to-1 ratio, and the company’s primary listing will be on the New York Stock Exchange, with secondary listing on the Australian Stock Exchange and the London Stock Exchange.

Included in the deal is a plan for News Corp. to acquire from Chairman Rupert Murdoch’s investment vehicle the 58 percent controlling interest News Corp. doesn’t already own in Queensland Press Pty. Ltd. for approximately 2.4 billion Australian dollars ($1.7 billion).

The proposed transaction still has to clear several hurdles, including approval from the Australian Securities and Investments Commission and the Australian Federal Court, which must OK the setting up of a meeting of News Corp.’s ordinary and preferred shareholders and option holders so that those constituencies can vote on the proposal.