NEW YORK and LOS ANGELES, Nov. 6,
2019 /PRNewswire/ -- Fox Corporation (Nasdaq: FOXA,
FOX) (the "Company") today announced that its Board of Directors
(the "Board") has authorized a $2
billion stock repurchase program. Subject to market
conditions and other factors, the Company intends to repurchase, in
the open market or otherwise, a combination of the Company's Class
A common stock and Class B common stock. This stock repurchase
program has no time limit and may be modified, suspended or
discontinued at any time.
The Company also announced that it has entered into an
accelerated stock repurchase ("ASR") transaction to repurchase, in
the aggregate, $350 million of the
Company's Class A common stock pursuant to the stock repurchase
program. The Company also intends to promptly repurchase
approximately $150 million of Class B
common stock. As a result, the Company expects to complete
approximately $500 million of
aggregate stock repurchases in the near term.
Lachlan K. Murdoch, Executive
Chairman and Chief Executive Officer, commented: "We are committed
to deploying capital to maximize long-term stockholder value
through a balanced approach of appropriate organic investment,
accretive M&A, and returns of capital to our stockholders. This
stock buyback program reflects the confidence we have in the
long-term investment case for the Company, which is underpinned by
the strength of our core brands and the sustainability of our
business, and which we believe is well positioned to continue to
generate healthy free cash flow."
The Board's decision follows the execution of a stockholders
agreement by and between the Company and the Murdoch Family Trust
("MFT"), which was approved by the independent members of the
Board, and which limits the potential accretion of voting power by
the MFT and Murdoch family members through market purchases or as
an indirect result of repurchases by the Company of shares of Class
B common stock. The stockholders agreement provides that the MFT
and the Company will not take actions that would result in the MFT
and Murdoch family members together owning more than 44% of the
outstanding voting power of the Class B common stock, or would
increase the MFT's voting power by more than 1.75% in any rolling
twelve-month period. The MFT would forfeit votes to the extent
necessary to ensure that the MFT and the Murdoch family
collectively do not exceed 44% of the outstanding voting power of
the Class B Shares, except where a Murdoch family member votes
their own shares differently from the MFT on any matter. The
stockholders agreement will terminate upon the MFT's distribution
of all or substantially all of its Class B common stock. The
independent members of the Board were advised by Wachtell, Lipton,
Rosen & Katz and Morris Nichols
Arsht & Tunnell LLP as independent counsel and Citi as
independent financial advisor.
About Fox Corporation
Fox Corporation produces and distributes compelling news, sports
and entertainment content through its iconic domestic brands
including: FOX News Media, FOX Sports, FOX Entertainment, and 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, develop deeper
consumer relationships and create 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.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. 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 are
based on management's current expectations and beliefs and are
subject to uncertainty and changes in circumstances. Actual results
may vary materially from those expressed or implied by the
statements in this press release due to changes in economic,
business, competitive, technological, strategic and/or regulatory
factors and other factors affecting the operation of the Company's
businesses. More detailed information about these factors is
contained in the documents the Company has filed with or furnished
to the Securities and Exchange Commission, including the Company's
Annual Report on Form 10-K.
Statements in this press 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 press
release or to report any events or circumstances after the date of
this press 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.
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SOURCE Fox Corporation