SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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|Item 8.01|| |
On December 6, 2022, the Special Committee of the Board of Directors of Fox Corporation (the “Company”), formed to explore a potential combination with News Corporation following receipt of letters from K. Rupert Murdoch and the Murdoch Family Trust, provided an update on the process in response to recent inquiries via a press release.
A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
|Item 9.01.|| |
Financial Statements and Exhibits.
|99.1||Press release issued by Fox Corporation, dated December 6, 2022.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Name:||Viet D. Dinh|
|Title:||Chief Legal and Policy Officer|
December 6, 2022
FOXs Special Committee of the Board of Directors Provides Update
New York, NY and Los Angeles, CA December 6, 2022 The Special Committee of the Board of Directors (the Special Committee) of Fox Corporation (FOX or the Company) (Nasdaq: FOX, FOXA) formed to explore a potential combination with News Corporation (the Potential Transaction) following receipt of letters from K. Rupert Murdoch and the Murdoch Family Trust provided an update on the process in response to recent inquiries. The Special Committee is composed solely of independent directors not affiliated with the Murdoch family Jacques A Nasser, Roland A Hernandez, Anne Dias, Paul D Ryan, and William A Burck, with Mr. Nasser, the Companys Lead Independent Director, serving as chair.
The Special Committee has been delegated full authority to evaluate the Potential Transaction. The letters indicated that Mr. Murdoch and the Murdoch Family Trust will not vote in favor of a transaction unless it is both recommended by the Special Committee and approved by a majority vote of the shares held by non-affiliated stockholders entitled to vote.
The Special Committee is in the process of thoroughly reviewing the Potential Transaction and has retained independent advisors consisting of J.P. Morgan as its financial advisor and Wachtell, Lipton, Rosen & Katz as its legal advisor. It has made no determination with respect to a combination at this stage, and there can be no certainty that the Company will engage in such a transaction.
The Special Committee is squarely focused on its fiduciary duties to the FOX shareholders.
CAUTIONARY STATEMENT CONCERNING 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 managements current expectations and beliefs and are subject to uncertainty and changes in circumstances. These statements, including those regarding the exploration of a potential combination with News Corporation, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements.
More detailed information is contained in the documents the Company has filed with or furnished to the Securities and Exchange Commission (the SEC), including the Companys Annual Report on Form 10-K, and subsequent Quarterly Reports on Form 10-Q.
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 Companys expectations, except as required by law.
About Fox Corporation
Fox Corporation produces and distributes compelling news, sports, and entertainment content through its primary iconic domestic brands, including FOX News Media, FOX Sports, FOX Entertainment and FOX Television Stations, and leading AVOD service Tubi. 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 shapes our strategy to capitalize on existing strengths and invest in new initiatives. For more information about Fox Corporation, please visit www.FoxCorporation.com.