Fox Corporation Announces First Day As Standalone, Publicly Traded Company;
Appointment of New Directors
The Company also announced the appointment of Ms.
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
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
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
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.
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
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.
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