NEW YORK and LOS ANGELES, March 19,
2019 /PRNewswire/ -- Fox Corporation (Nasdaq: FOXA, FOX)
(the "Company" or "FOX") announced that the Company this morning
became a standalone company and, when the markets open, will begin
regular trading of its Class A and Class B
Common Stock ("Common Stock") on Nasdaq Global Select
Market under the symbols "FOXA" and "FOX," respectively.
Twenty-First Century Fox, Inc. ("21CF") completed the separation of
the Company through the distribution of all of the outstanding
shares of the Company's Common Stock to 21CF stockholders (other
than holders that were subsidiaries of 21CF) on a pro rata basis
(the "Distribution"). A portion of each share of 21CF common stock
held at the time of the Distribution was exchanged for 1/3 of one
share of Common Stock of the same class, and holders will receive
cash in lieu of any fractional shares. 21CF distributed to its
stockholders a total of 620,501,921 shares of Common Stock this
morning.
Appointment of New Directors
The Company also announced the appointment of Ms. Anne Dias and Messrs. Chase Carey, Roland A.
Hernandez, and Paul D. Ryan
to its Board of Directors, alongside previously announced members
K. Rupert Murdoch, Lachlan K. Murdoch and Jacques Nasser. Lachlan
K. Murdoch, FOX Chairman and CEO, commented: "We are
thrilled to welcome our new colleagues to the FOX board. We look
forward to working with and being guided by them as we begin a new
chapter, steadfastly committed to providing the best in news,
sports and entertainment programming."
Ms. Anne Dias is the founder of
Aragon Global Holdings, an investment fund focused on global media,
technology and telecommunications companies, and has served as its
Chief Executive Officer since 2001. Ms. Dias currently serves on
the board of directors of Eurazeo SE, a multinational
publicly-listed investment firm based in Paris, France, and serves as Chair of its
audit committee. A graduate of Georgetown
University and Harvard Business
School, Ms. Dias is an adjunct professor at the Georgetown University McDonough School of Business
where she teaches hedge fund investing. She serves on the Board of
Dean's Advisors of Harvard Business
School.
Mr. Chase Carey is the Chairman
and CEO of Formula 1. Mr. Carey previously served in a number of
roles at 21CF beginning in 1988, including as Vice Chairman from
2015 to 2019, as President and Chief Operating Officer and Deputy
Chairman from 2009 to 2015 and as a director from 1996 to 2007.
From 2003 to 2009, Mr. Carey was the President and CEO of DIRECTV,
Inc. Mr. Carey has also been a director of Saban Capital
Acquisition Corp. since 2016. He is a graduate of Colgate University and of Harvard Business School.
Mr. Roland A. Hernandez is the
Founding Principal and CEO of Hernandez Media Ventures. Mr.
Hernandez served as CEO of Telemundo Group, Inc. from 1995 to 2000
and as its Chairman from 1998 to 2000. Mr. Hernandez serves on the
board of directors of MGM Resorts International, Belmond Ltd., U.S.
Bancorp, and Vail Resorts, Inc. He serves on the advisory board of
Harvard Law School, which he
attended after graduating from Harvard
College. Mr. Hernandez previously served on the board of
directors of The Ryland Group, Inc., Sony Corporation and Walmart
Inc.
Mr. Paul D. Ryan served as the
54th Speaker of the U.S. House of Representatives from 2015 to
2019, in which capacity he spearheaded efforts to revise the
federal tax code, rebuild the national defense, expand domestic
energy production, combat the opioid epidemic, and reform the
criminal justice system. Mr. Ryan previously chaired the House Ways
and Means Committee and the House Budget Committee. In 2012, he was
selected to serve as former Governor Mitt
Romney's Vice-Presidential nominee. Mr. Ryan is a
graduate of Miami University,
Ohio, which has also awarded him
with an honorary degree.
Temporary Stockholder Rights Plan
In connection with the Distribution, the Board of Directors
approved the adoption of a Temporary Stockholder Rights Agreement
(the "Agreement"), effective immediately. The Agreement will expire
following the next annual meeting of stockholders of the Company,
unless the rights are earlier redeemed by the Company or the
Agreement is approved by the Company's stockholders. In
adopting the Agreement, the Board of Directors has considered that
there may be significant volume of trading in the Company's shares
around the time of the Distribution. The Agreement is intended to
protect the stockholders of the Company during the
post-Distribution period from actions that the Board of Directors
determines are not in the best interest of the Company's
stockholders. The Agreement is not intended to interfere with any
merger, tender or exchange offer, share acquisition or other
business combination transaction approved in advance by the
Board of Directors, and the Agreement does not prevent the
Board of Directors from considering any offer that it considers to
be in the best interest of the Company's stockholders.
Pursuant to the Agreement, the Company is issuing one Class A
Right for each outstanding share of the Company's Class A Common
Stock and one Class B Right for each outstanding share of the
Company's Class B Common Stock (together, the "Rights"), in each
case as of the close of business on April 2,
2019. Initially, these Rights will not be exercisable and
will trade with the Company's Class A Common Stock and Class B
Common Stock.
The Rights will become exercisable only if a person or group
obtains beneficial ownership (as defined in the Agreement) of 15
percent or more of the Class B Common Stock outstanding, or 15
percent or more of the Common Stock outstanding. In each such case,
each Class A Right and each Class B Right will entitle its holder
(except the acquiring person or group) to purchase, at the exercise
price of $160 (subject to adjustments
provided in the Agreement), a number of shares of Class A Common
Stock or Class B Common Stock, respectively, having a then-current
market value of two times the exercise price of the Right.
The Rights are not exercisable because of any current
stockholder's beneficial ownership of 15 percent or more of either
Class A or Class B Common Stock, unless such stockholder acquires
beneficial ownership of additional shares. Additional details
of the Agreement will be contained in a Form 8-K to be filed by the
Company with the Securities and Exchange Commission.
The Board of Directors is also assessing the Company's capital
return framework, which may include share repurchases in addition
to a planned semiannual dividend. In considering any future
share repurchase authorizations, the Board of Directors will, in
its discretion, evaluate whether to authorize the repurchase of
Class A Common Stock, Class B Common Stock, or combinations thereof
based on the best interest of all stockholders. As part of this
assessment, the independent directors expect to consider measures
to mitigate the possibility that any significant stockholder
obtains voting control of the Company without protection for other
stockholders. Such measures may include requiring certain
transactions to be approved by a majority of independent directors
and/or by a majority of disinterested stockholders, agreements with
significant stockholders to limit their voting rights, and other
stockholder protections. There is no assurance that the Board of
Directors will adopt any of these measures or that any significant
stockholder would enter into such agreements.
About Fox Corporation
Fox Corporation produces and distributes compelling news, sports
and entertainment content through its iconic domestic brands
including: FOX News, FOX Sports, the FOX Network, and the FOX
Television Stations. These brands hold cultural significance with
consumers and commercial importance for distributors and
advertisers. The breadth and depth of our footprint allows us to
deliver content that engages and informs audiences, develops deeper
consumer relationships and creates more compelling product
offerings. FOX maintains an impressive track record of news,
sports, and entertainment industry success that will shape our
strategy to capitalize on current strengths and invest in new
initiatives. For more information about Fox Corporation, please
visit www.FoxCorporation.com.
Caution Concerning Forward-Looking Statements
This news release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements relating to the Board of Directors'
assessment of the Company's capital return framework and any
additional stockholder protections to be considered by the
independent directors. Words such as "may," "will," "should,"
"likely," "anticipates," "expects," "intends," "plans," "projects,"
"believes," "estimates," "outlook" and similar expressions are used
to identify these forward-looking statements. These statements
involve a number of risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied. These include, without limitation, risks
relating to the separation of the Company from 21CF and the
Distribution and the impact of the Agreement on the ownership and
trading of the Company's stock and the other risks and
uncertainties discussed in the documents the Company has filed with
or furnished to the SEC, including the Company's Registration
Statement on Form 10 declared effective by the SEC on February 5, 2019 and the Company's Quarterly
Report on Form 10-Q for the period ended December 31, 2018.
Statements in this news release speak only as of the date they
were made, and the Company undertakes no duty to update or release
any revisions to any forward-looking statement made in this news
release or to report any events or circumstances after the date of
this news release or to reflect the occurrence of unanticipated
events or to conform such statements to actual results or changes
in the Company's expectations, except as required by law.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/fox-corporation-announces-first-day-as-standalone-publicly-traded-company-300814748.html
SOURCE Fox Corporation