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Details on how News Corp split works

June 28, 2013

News Corp. formally split into two companies Friday. One company will operate as a newspaper and book publisher and will retain the News Corp. name. The other will be an entertainment company, called Twenty-First Century Fox Inc.

Here’s how the split works:

— Newspapers, book publishing and information services such as Dow Jones Newswires will be part of the publishing company. The 20th Century Fox movie studio, the Fox broadcast TV network and the Fox News Channel will be part of the media and entertainment company.

— Existing News Corp. shareholders receive one share in the new News Corp. for every four they held in the previous entity. Their existing shares will also be converted one-for-one into shares in Twenty-First Century Fox.

Both sides will trade publicly starting Monday under different stock tickers. In the U.S., the entertainment company will use “FOX” and “FOXA” for its two classes of shares, while News Corp. is to keep “NWS” and “NWSA.”

— The new News Corp. will have $2.56 billion in cash and no debt. That amount will include a payment of $1.82 billion from Twenty-First Century Fox. Another $741 million is already held in cash by the publishing businesses.

— The board has approved a program for the publishing business to buy back $500 million of shares after the split, providing a buttress to its share value. There’s also a shareholder-rights plan, known as a poison pill, designed to prevent a hostile takeover of either company in the volatile trading period after the split is complete.

— Rupert Murdoch will be chairman of both companies and CEO of the media and entertainment company. Robert Thomson, former managing editor of The Wall Street Journal, will become CEO of the publishing company. Murdoch will end up controlling both companies through the nearly 40 percent of Class B voting shares he controls through a family trust. Murdoch’s compensation package for the two companies combined could rise by as much as 15 percent if financial targets are met.

— News Corp.‘s board approved the split last month, as did shareholders at a special meeting in New York. Friday was the last business day of News Corp.’s fiscal year.

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