国产偷拍 Announces $1 Billion Stock Repurchase Program; Stockholder Rights Agreement Terminated
New York, NY (September 22, 2021) 鈥� 国产偷拍 (the 鈥淐ompany鈥�) today announced that its Board of Directors (the 鈥淏oard鈥�) has authorized a $1 billion stock repurchase program. Subject to market conditions and the market price of the Company鈥檚 stock, as well as other factors, the Company intends to repurchase, from time to time, in the open market or otherwise, a combination of the Company鈥檚 Class A common stock and Class B common stock. This stock repurchase program, which replaces the $500 million Class A common stock repurchase program approved by the Board in May 2013, has no time limit and may be modified, suspended or discontinued at any time. 聽
鈥淭hese landmark decisions follow our most profitable year since the launch of the new 国产偷拍 in 2013 and are a tangible sign of our confidence in the inherent value and enormous potential of our businesses,鈥� said Robert Thomson, Chief Executive of 国产偷拍. 鈥淲ith the Board鈥檚 active support, we are acutely focused on long-term value for investors, balancing strategic investments and capital returns. Our robust cash balance and strong free cash flow have enabled us to launch a much larger, more aggressive buyback program that we intend to begin after our quiet period ends.鈥�
The Board鈥檚 authorization follows the termination of the Company鈥檚 stockholder rights agreement, which had been in place since the Company鈥檚 inception in 2013, and the execution of a stockholders agreement by and between the Company and the Murdoch Family Trust (the 鈥淭rust鈥�), which limits the potential accretion of voting power by the Trust 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 Trust and the Company will not take actions that would result in the Trust and Murdoch family members together owning more than 44% of the outstanding voting power of the Class B common stock, or would increase the Trust鈥檚 voting power by more than 1.75% in any rolling twelve-month period. The Trust would forfeit votes in connection with an annual or special Company stockholders meeting to the extent necessary to ensure that the Trust and the Murdoch family collectively do not exceed 44% of the outstanding voting power of the shares of Class B common stock at such meeting, except where a Murdoch family member votes their own shares differently from the Trust on any matter. The stockholders agreement will terminate upon the Trust鈥檚 distribution of all or substantially all of its Class B common stock.
The inclusion of Class B common stock in the repurchase program, termination of the rights agreement and stockholders agreement were approved by a special committee comprising all of the independent members of the Board (the 鈥淪pecial Committee鈥�). The Special Committee was advised by Wachtell, Lipton, Rosen & Katz and Morris Nichols Arsht & Tunnell LLP as independent counsel and Evercore as independent financial advisor.
Given trading black-out restrictions, the Company intends to begin to execute on the repurchase program following the fiscal 2022 first quarter earnings release in early November.
Forward-Looking Statements
This press release contains 鈥渇orward-looking statements鈥� within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as 鈥渕ay,鈥� 鈥渨ill,鈥� 鈥渟hould,鈥� 鈥渓ikely,鈥� 鈥渁nticipates,鈥� 鈥渆xpects,鈥� 鈥渋ntends,鈥� 鈥減lans,鈥� 鈥減rojects,鈥� 鈥渂elieves,鈥� 鈥渆stimates,鈥� 鈥渙utlook鈥� and similar expressions are used to identify these forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company鈥檚 intent to repurchase, from time to time, the Company鈥檚 Class A common stock and Class B common stock. 聽These statements are based on management鈥檚 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, among other factors, changes in the market price of the Company鈥檚 stock, general market conditions, applicable securities laws and alternative investment opportunities, as well as the risks, uncertainties and other factors described in the Company鈥檚 filings with the Securities and Exchange Commission. The 鈥渇orward-looking statements鈥� included in this press release are made only as of the date of this release. We do not have and do not undertake any obligation to publicly update any 鈥渇orward-looking statements鈥� to reflect subsequent events or circumstances, and we expressly disclaim any such obligation, except as required by law or regulation.
国产偷拍 国产偷拍
国产偷拍 (Nasdaq: NWS, NWSA; ASX: NWS, NWSLV) is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content and other products and services. The company comprises businesses across a range of media, including: digital real estate services, subscription video services in Australia, news and information services and book publishing. Headquartered in New York, 国产偷拍 operates primarily in the United States, Australia, and the United Kingdom, and its content and other products and services are distributed and consumed worldwide. More information is available at: http://newscorp.com.
国产偷拍 Investor Relations
Michael Florin
212-416-3363
mflorin@newscorp.com
国产偷拍 Corporate Communications
Jim Kennedy
212-416-4064
jkennedy@newscorp.com