News Corp. is planning to split into two companies. 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 21st Century Fox.
Here’s how the split will work:
— 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.
— Current News Corp. shareholders will get shares in each company. Both companies will trade publicly, under different stock tickers. In the U.S., the entertainment company is tentatively planning to use “FOX” and “FOXA” for its two classes of shares, while News Corp. is likely to keep “NWS” and “NWSA.”
— The new News Corp. company will be spun off and the existing News Corp. will be renamed 21st Century Fox. The new News Corp. will have $2.56 billion in cash and no debt. That amount is to include a payment of $1.82 billion from what will become 21st Century Fox. Another $741 million is already held in cash by the businesses to be spun off.
— 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 bill, 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 per cent 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 per cent if financial targets are met.
— News Corp.’s board has approved the split. It plans to hold a special meeting of its shareholders on June 11 in New York and expects the deal to be completed on June 28.