News Corp. to acquire 34% of Hughes for $14 per share
GM to sell its 19.9 percent interest for $3.8 billion
NEW YORK, April 9 /PRNewswire/ -- General Motors Corp. (NYSE: GM) and its
subsidiary Hughes Electronics Corp. (NYSE: GMH) today announced that GM
intends to split off Hughes, and simultaneously sell GM's 19.9 percent
economic interest in Hughes to News Corp. (NYSE: NWS, NWS.A) for $14 per
share, or approximately $3.8 billion. GM would receive about $3.1 billion in
cash, and the remainder would be paid in News Corp. preferred American
Depositary Receipts (ADRs).
"General Motors is pleased to have reached an agreement with News Corp.
that provides substantial value to our stockholders and puts Hughes in a
position to capitalize on the future growth potential for direct broadcast
satellite television and other related services," said GM President and Chief
Executive Officer Rick Wagoner. "This transaction also offers substantial
benefits for both GM's $1-2/3 stockholders and GM's Class H stockholders. For
our GM $1-2/3 common stockholders, the transaction provides a premium for the
shares sold by GM and additional liquidity to GM to further strengthen our
balance sheet. It also allows us to focus on our core automotive operations.
"In addition to enhanced business prospects for Hughes, the Class H
stockholder would receive direct equity interest in Hughes in place of the
existing tracking stock, and a premium for a portion of their current interest
in GM Class H stock," Wagoner continued. "Hughes also would get access to
additional management strength and capital to further expand its business
through its affiliation with News Corp., a successful operator of direct-to-home satellite systems around the world."
Under terms of the proposed transaction, News Corp. would acquire an
additional 14.1 percent stake in Hughes from holders of GM Class H common
stock through a mandatory exchange of a portion of their Hughes common stock
received in the split-off. They would receive News Corp. stock and/or cash
valued at about $14 per share. This price represents a 22 percent premium
over the closing price of GM Class H common stock based on the closing price
of GM Class H stock of $11.48 on Wednesday, April 9, 2003.
The value of News Corp.'s proposed acquisition of a 34 percent equity
interest in Hughes would be approximately $6.6 billion. The total market
value of the Hughes split-off transactions including the shares presently held
by GM is about $17.1 billion based on Wednesday's NYSE closing price.
The number of News Corp. preferred ADRs payable to GM and Hughes
stockholders, based on a fixed-price of $14 per Hughes share, will be adjusted
within a collar range of 20 percent above or below the News Corp. preferred
ADR price of $22.40.
Current holders of GM Class H common stock would first exchange their
shares for Hughes common stock on a one-for-one basis, followed immediately by
an exchange of 17.5 percent of the Hughes stock they receive for approximately
$14 per share in cash and/or News Corp. stock. GM would receive a
distribution of $275 million in consideration of the value enhancement for
Class H shareholders arising from the conversion from a tracking stock to an
asset based stock.
The GM benefit plans, which currently hold about 330 million shares of
Class H stock, would benefit from the transaction in the same manner as other
GM Class H stockholders.
"This transaction is a win-win situation for Hughes and News Corp. and
also for the residential and commercial customers of Hughes," said Jack Shaw,
president and chief executive officer of Hughes. "Hughes and its operating
companies will be able to further enhance their strong management team and be
in a much better position to achieve profitable growth and maximize cash flow.
The affiliation with News Corp. should also strengthen Hughes' competitiveness
while enhancing its commitment to excellence to our valued customers."
The transaction is subject to a number of conditions, including approval
by a majority of each class of GM stockholders -- GM $1-2/3 and GM Class H --
voting both as separate classes and together as a single class. The
transaction, which has been approved by the GM, Hughes and News Corp. boards
of directors, remains subject to regulatory clearance under the Hart-Scott-Rodino Act and by the Federal Communications Commission. Completion of the
transaction is also contingent on the receipt of a favorable ruling from the
Internal Revenue Service that the split-off of Hughes from GM would be tax-free to GM and its stockholders for U.S. Federal Income Tax purposes. The
mandatory exchange of approximately 17.5 percent of the shares of Hughes
common stock distributed to Class H stockholders for cash and/or News Corp.
ADRs would be taxable to the Hughes stockholders at the time. The transaction
is currently expected to close in late 2003 or early 2004.
Rupert Murdoch, chairman and chief executive of News Corp., would become
chairman of Hughes, and Chase Carey, who is currently serving as an advisor to
News Corp., would become president and chief executive officer of Hughes.
Eddy Hartenstein, Hughes senior executive vice president, would be named vice
chairman of Hughes. Hughes would have 11 directors, the majority of which
would be independent directors.
The Hughes board would consist of Murdoch, Carey, News Corp. and Fox
Entertainment Group President and Chief Operating Officer Peter Chernin, News
Corp. and Fox Entertainment Group Chief Financial Officer Dave DeVoe,
Hartenstein and six independent directors, including Neal Austrian, former
president and chief operating officer of the National Football League; James
Cornelius, chairman of Guidant Corp.; Charles Lee, chairman of Verizon
Communications Inc.; Peter Lund, former president and chief executive officer
of CBS; John Thornton, president of Goldman Sachs, and another director to be
named at a later date.
Hughes would continue to be based in El Segundo, Calif.
Hughes and News Corp. plan to file registration statements in connection
with the transaction and GM will distribute a proxy statement/prospectus to
all GM common stock stockholders in connection with the transaction.
Investors are urged to read the proxy statement/prospectus when it becomes
available because it will contain important information about GM, Hughes and
News Corp. and the transaction.
Hughes, a world-leading provider of digital television entertainment,
broadband satellite networks and services, and global video and data
broadcasting, is a unit of General Motors Corporation. The earnings of GM
attributable to Hughes are used to calculate the earnings attributable to the
GM Class H stock.
General Motors, the world's largest vehicle manufacturer, designs, builds
and markets cars and trucks worldwide and has been the global automotive sales
leader since 1931. GM employs about 350,000 people around the world. More GM
information can be found at www.gm.com .
SOURCE General Motors Corporation
-0- 04/09/2003 P
/NOTE TO EDITORS: For additional media information, visit
http://media.gm.com or http://www.newscorp.com .
SCHEDULE OF ACTIVITIES REGARDING GM/HUGHES/NEWS CORP. ANNOUNCEMENT
General Motors, Hughes and News Corp. will conduct a media conference call
on Wednesday, April 9, 2003 at 5:30 p.m. EDT to discuss the transaction.
Media may listen to this meeting and participate in the question-and-answer session by dialing 888-790-2023 (U.S.) or 712-271-0788 (international).
The passcode for this event is "press." This event will be webcast live on
the Internet via a hot link on GM Media OnLine (http://media.gm.com ). The
webcast also will be broadcast live on the Hughes web site at www.hughes.com .
A taped replay will be available: Please dial 800-839-2808 (U.S.)
On Thursday, April 10, 2003, GM, Hughes and News Corp. will hold separate
conference calls for analysts and investors to discuss the transaction and
The News Corp. analyst teleconference will begin at 8:30 a.m. EDT.
Investors may participate by calling 888-592-6705 or 712-271-0119. Media may
participate in a listen-only mode by calling the same number.
The GM investor teleconference will begin at 9:30 a.m. EDT. Investors may
participate by calling 212-271-4571. Media may participate in a listen-only
mode by calling the same number. A taped replay will be available at
800-633-8284 (U.S.) and 402-977-9140 (international). The access code for
both phone numbers is 211-404-56.
The Hughes investor teleconference will begin at 10:30 a.m. EDT.
Investors may participate by calling 800-589-4298 (U.S.) or 719-457-2663
(international), passcode 612-428. Media may participate in a listen-only
mode by calling the same number. A taped replay will be available at
719-457-0820 (U.S.). The access code for both phone numbers is 612-428.
In connection with the proposed transactions, General Motors Corporation
("GM"), Hughes Electronics Corporation ("Hughes") and The News Corporation
Limited ("News") intend to file relevant materials with the Securities and
Exchange Commission ("SEC"), including one or more registration statement(s)
that contain a prospectus and proxy/consent solicitation statement. Because
those documents will contain important information, holders of GM $1-2/3
common stock and GM Class H common stock are urged to read them, if and when
they become available. When filed with the SEC, they will be available for
free (along with any other documents and reports filed by GM, Hughes or News
with the SEC) at the SEC's website, www.sec.gov , and GM stockholders will
receive information at an appropriate time on how to obtain transaction-related documents for free from GM. Such documents are not currently
GM and its directors and executive officers and Hughes and certain of its
executive officers may be deemed to be participants in the solicitation of
proxies or consents from the holders of GM $1-2/3 common stock and GM Class H
common stock in connection with the proposed transactions. Information about
the directors and executive officers of GM and their ownership of GM stock is
set forth in the proxy statement for GM's 2002 annual meeting of shareholders
filed with the SEC and available free of charge at the SEC's website at
www.sec.gov . Investors may obtain additional information regarding the
interests of such participants by reading the prospectus and proxy/consent
solicitation statement if and when it becomes available.
Participants in GM's solicitation may also be deemed to include the
following persons whose interests in GM are not described in the proxy
statement for GM's 2002 annual meeting:
Jack A. Shaw Chief Executive Officer, Hughes
Roxanne S. Austin Executive VP, Hughes; President and COO, DIRECTV
Patrick T. Doyle Corporate VP and Treasurer, Hughes
Michael J. Gaines Corporate VP and CFO, Hughes
Sandra A. Harrison Senior VP, Hughes
Eddy W. Hartenstein Senior Executive VP, Hughes; Chairman, DIRECTV
Larry D. Hunter Senior VP and General Counsel
Mr. Shaw beneficially owns 4,084 shares of GM $1-2/3 common stock and
2,244,987 shares of GM Class H common stock. Ms. Austin beneficially owns
3,293 shares of GM $1-2/3 common stock and 1,632,071 shares of GM Class H
common stock. Mr. Doyle beneficially owns 746 shares of GM $1-2/3 common
stock and 511,149 shares of GM Class H common stock. Mr. Gaines beneficially
owns 482 shares of GM $1-2/3 common stock and 298,745 shares of GM Class H
common stock. Ms. Harrison beneficially owns 1,632 shares of GM $1-2/3 common
stock and 916,136 shares of GM Class H common stock. Mr. Hartenstein
beneficially owns 3,036 shares of GM $1-2/3 common stock and 1,962,614 shares
of GM Class H common stock. Mr. Hunter beneficially owns 0 shares of GM $1-2/3 common stock and 485,130 shares of GM Class H common stock. The above
ownership information includes shares that are purchasable under options that
are exercisable within 60 days of April 9, 2003. In addition, each of Mr.
Shaw, Ms. Austin, Mr. Doyle, Mr. Gaines, Ms. Harrison, Mr. Hartenstein and Mr.
Hunter holds options to acquire shares of GM Class H common stock that are not
exercisable within 60 days of April 9, 2003.
Each of Mr. Shaw, Ms. Austin, Mr. Doyle, Mr. Gaines, Ms. Harrison, Mr.
Hartenstein and Mr. Hunter has a severance agreement with Hughes that provides
for severance in the event of an involuntary termination after a change in
control, and each also has a retention agreement that provides for certain
payments in the event of a change in control.
Investors may obtain additional information regarding the interests of the
participants by reading the prospectuses and proxy/solicitation statements if
and when they become available. This communication shall not constitute an
offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
Materials included in this document contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that could cause actual results to be materially different
from historical results or from any future results expressed or implied by
such forward-looking statements. The factors that could cause actual results
of GM, Hughes and News to differ materially, many of which are beyond the
control of GM, Hughes or News include, but are not limited to, the following:
(1) operating costs, customer loss and business disruption, including, without
limitation, difficulties in maintaining relationships with employees,
customers, clients or suppliers, may be greater than expected following the
transaction; (2) the regulatory approvals required for the transaction may not
be obtained on the terms expected or on the anticipated schedule; (3) the
effects of legislative and regulatory changes; (4) an inability to retain
necessary authorizations from the FCC; (5) an increase in competition from
cable as a result of digital cable or otherwise, direct broadcast satellite,
other satellite system operators, and other providers of subscription
television services; (6) the introduction of new technologies and competitors
into the subscription television business; (7) changes in labor, programming,
equipment and capital costs; (8) future acquisitions, strategic partnerships
and divestitures; (9) general business and economic conditions; and (10) other
risks described from time to time in periodic reports filed by GM, Hughes or
News with the SEC. You are urged to consider statements that include the
words "may," "will," "would," "could," "should," "believes," "estimates,"
"projects," "potential," "expects," "plans," "anticipates," "intends,"
"continues," "forecast," "designed," "goal," or the negative of those words or
other comparable words to be uncertain and forward-looking. This cautionary
statement applies to all forward-looking statements included in this
/CONTACT: Toni Simonetti of General Motors Corporation, +1-212-418-6380;
or Bob Marsocci of Hughes Electronics Corp., +1-310-662-9986/
/Web site: http://media.gm.com /
/Web site: http://www.newscorp.com /
/Web site: http://www.gm.com /
(GM GMH NWS)
CO: General Motors Corporation; Hughes Electronics Corp.; News Corp.
IN: AUT CPR CSE ENT TVN TLS
SU: TNM CCA
-0- Apr/09/2003 21:06 GMT
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