News Corporation NCRA SEC Form 8K

  News Corporation (NCRA) - SEC Form 8K

RNS Number : 3793G
News Corporation
28 June 2012


                                UNITED STATES


                            Washington, D.C. 20549

                                   Form 8-K

                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported):06/28/2012

                               News Corporation

            (Exact name of registrant as specified in its charter)

                      Commission File Number:001-32352

           Delaware                  26-0075658
(State or other jurisdiction of     (IRS Employer
        incorporation)           Identification No.)

                         1211 Avenue of the Americas

                              New York, NY 10036

         (Address of principal executive offices, including zip code)


             (Registrant's telephone number, including area code)


        (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[]Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

[X]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

[]Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[]Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))



Item 8.01.Other Events

On June 28, 2012, News Corporation (the "Company") issued a press release
announcing that it intends to pursue the separation of its publishing and
media and entertainment businesses into two distinct publicly traded

A copy of the Company's press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits


Number Description


99.1 Press release of News Corporation, dated June 28, 2012.




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.

                            News Corporation
Date: June 28, 2012    By:  /s/Janet Nova

                            Janet Nova
                            Senior Vice President and Deputy General Counsel



                                EXHIBIT INDEX

ExhibitNo.  Description

EX-99.1      Press release of News Corporation, dated June 28, 2012.

                                                                  Exhibit 99.1

News Corporation



For Immediate Release

Julie Henderson 212-852-7070

Dan Berger 310-741-7142


        Separation Would Create Two Category-Leading Public Companies

NEW YORK - JUNE 28, 2012- News Corporation (NASDAQ: NWS, NWSA; ASX: NWS,
NWSLV) today announced that it intends to pursue the separation of its
publishing and media and entertainment businesses into two distinct publicly
traded companies. Upon closing of such a transaction, shareholders would hold
interests in a world-class publishing company, consisting of the largest
collection of best-in-class publishing assets and a new digital education
group, and an unmatched global media and entertainment company, each of which
would benefit from enhanced strategic alignment and increased operational
flexibility with respect to an unparalleled portfolio of assets, brands and

News Corporation's Board authorized management to explore this separation
after a Board meeting yesterday.

The proposed transaction would create global category leaders in both
publishing and entertainment: a publishing company, which would be comprised
of News Corporation's newspapers and information businesses in the U.S., U.K.,
and Australia, the Company's leading book publishing brands, its integrated
marketing services company, its digital education group, as well as its other
assets in Australia; and a global media and entertainment company, which would
encompass News Corporation's broadcast and worldwide cable networks, leading
film and television production studios, television stations and highly
successful pay-TV businesses in Europe and India.

"There is much work to be done, but our Board and I believe that this new
corporate structure we are pursuing would accelerate News Corporation's
businesses to grow to new heights, and enable each company and its divisions
to recognize their full potential - and unlock even greater long-term
shareholder value," said Rupert Murdoch, Chairman and CEO of News Corporation.
"News Corporation's 60-year heritage of developing world-class media brands
has resulted in a large and unparalleled portfolio of diversified assets. We
recognize that over the years, News Corporation's broad collection of assets
have become increasingly complex. We determined that creating this new
structure would simplify operations and greater align strategic priorities,
enabling each company to better deliver on our commitments to consumers across
the globe. I am 100 percent committed to the future of both the publishing and
media and entertainment businesses and, if the Board ultimately approves a
separation, I would serve as Chairman of both companies."

News Corporation believes that a separation of the businesses into distinct
public corporations with their own identities and strategies would enhance
overall shareholder value and allow each company to:

Focus on and pursue distinct strategic priorities and industry-specific
opportunities that would maximize their long-term potential.

Benefit from greater financial and operational flexibility and better position
each company to compete.

Respond and react more quickly to rapidly-evolving technology and global
market opportunities.

Tailor its capital structure, and allocate and deploy resources in a manner
consistent with its strategic objectives that best enhances value for its
respective shareholder group.

With more focus devoted to each business' financial and operational structure,
investors would be able to more clearly evaluate the inherent value of both
portfolios of assets and invest in each company accordingly.

The new global media and entertainment company that would be created through
the proposed transaction would consist of News Corporation's highly-profitable
cable and television assets, filmed entertainment, and direct satellite
broadcasting businesses, including Fox Broadcasting, Twentieth Century Fox
Film, Twentieth Century Fox Television, Fox Sports, Fox International
Channels, Fox News Channel, Fox Business Network, FX, Star, the National
Geographic Channels, Shine Group, Fox Television Stations, BSkyB, Sky Italia
and Sky Deutschland, among others. As a pure-play content producer and
distributor, the Company would build on its deep heritage in developing
incredibly strong, premium content for distribution on screens of all sizes by
leveraging its leading content across its entertainment and cable news
verticals, as well as its unparalleled collection of regional sports networks,
and the industry's leading movie and TV production and distribution company.
In addition, the entertainment company would benefit from its rapidly growing,
high-margin cable network and pay-TV assets, and the distribution capabilities
and opportunities associated with its unrivaled global footprint with
significant scale across North and South America, Europe and Asia.

The new global publishing company that would be created through the proposed
transaction would consist of News Corporation's current publishing businesses,
as well as its book publishing, education and integrated marketing services
divisions. The new publishing company would create a scaled publishing
platform that would be one of the best capitalized in the industry. The
publishing company would have the opportunity to leverage its trusted brands
for innovation and value creation across all traditional and digital
platforms. The publishing company would incorporate some of the world's most
successful print, digital and information services brands including Dow Jones,
The Wall Street Journal, Dow Jones Newswires, HarperCollins, The New York
Post, and The Daily, as well as offer the rich diversity of assets in
Australia, including leading brands such as The Australian, The Herald Sun,
The Daily Telegraph and The Courier Mail. In addition, the Company would
include The Times, The Sun, The Sunday Times, as well as News Corporation's
integrated marketing services group and its ground-breaking digital education
group, including Wireless Generation. With a balanced portfolio of stable and
growing news publishing brands and other assets, shareholders would benefit
from strong and consistent free cash flow generated by these businesses, over
multiple platforms.

Upon closing of the proposed transaction, News Corporation's shareholders
would receive one share of common stock in the new company for each same class
News Corporation share currently held. Following the separation, each company
would maintain two classes of common stock: Class A Common and Class B Common
Voting Shares.

Upon closing of the proposed transaction, Rupert Murdoch would serve as
Chairman of both companies and CEO of the media and entertainment company.
Chase Carey would serve as President and COO of the media and entertainment
company. Over the next several months, the Company will assemble management
teams and Boards of Directors for both businesses.

The separation is expected to be completed in approximately 12 months.
Management is developing detailed plans for the Board's further consideration
and final approval. To execute the transaction requires further work on
structure, management, governance, and other significant matters. After
receiving final approval of the Board of Directors, News Corporation will
convene a special shareholder meeting to consider the transaction. This
meeting is not expected to take place until the first half of calendar 2013.
During the closing process, News Corporation will remain focused on delivering
the best possible results for the benefit of its consumers, customers and

In addition to shareholder approval, the completion of the separation will
also be subject to receipt of regulatory approvals, opinions from tax counsel
and favorable rulings from certain tax jurisdictions regarding the tax-free
nature of the transaction to the Company and to its shareholders, further due
diligence as appropriate, and the filing and effectiveness of appropriate
filings with the U.S. Securities and Exchange Commission. The Company will
provide interim updates as appropriate. There can be no assurances given that
the separation of the Company's businesses as described in this announcement
will occur.

Analyst Teleconference details:

News Corporation's senior executives will host a call to discuss the
announcement and answer questions from the analyst community. Reporters are
invited to join the call on a listen-only basis.

Thursday, June 28, 2012

8:30 a.m. (EDT)

United States: (800) 230-1951

International: (612) 332-0418

Passcode: NEWS

An audio replay of the call will be available until July 13, 2013 from the
following dial in numbers:

United States: (800) 475-6701

International: (320) 365-3844

Access Code: 253250

About News Corporation
News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) had total assets as of
March 31, 2012 of approximately US$61 billion and total annual revenues of
approximately US$34 billion. News Corporation is a diversified global media
company with operations in six industry segments: cable network programming;
filmed entertainment; television; direct broadcast satellite television;
publishing; and other. The activities of News Corporation are conducted
principally in the United States, Continental Europe, the United Kingdom,
Australia, Asia and Latin America.

Cautionary Statement Concerning Forward-Looking Statements
This document contains certain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements are
based on management's views and assumptions regarding future events and
business performance, including its expectations with respect to the proposed
transaction. Actual results may differ materially from these expectations due
to changes in global economic, business, competitive market and regulatory
factors. In addition, actual plans, actions and results relating to the
proposed transaction may differ materially from current expectations as a
result of certain risks and uncertainties, including but not limited to:
unanticipated developments that delay or negatively impact the proposed
transaction; changes in market conditions; disruption to business operations
as a result of the proposed transaction; the inability to retain key
personnel; and the other risks and uncertainties described from time to time
in our filings with the Securities and Exchange Commission. More detailed
information about these and other factors that could affect future results is
contained in our filings with the Securities and Exchange Commission. There
can be no assurance that the proposed transaction will be completed as
anticipated or at all. The "forward-looking statements" included in this
document are made only as of the date of this document and we do not have any
obligation to publicly update any "forward-looking statements" to reflect
subsequent events or circumstances, except as required by law.

Participants in the Solicitation
The Company and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of News
Corporation in connection with the proposed transaction, if pursued.
Information about the executive officers and directors of News Corporation and
their ownership of News Corporation common stock is set forth in the proxy
statement for News Corporation's 2011 Annual Meeting of Shareholders, which
was filed with the Securities and Exchange Commission on September 2, 2011. If
the Company determines to pursue the proposed transaction, investors and
security holders may obtain additional information regarding the direct and
indirect interests of the Company and its executive officers and directors in
the proposed transaction by reading the Schedule 14A and the preliminary proxy
statement regarding the proposed transaction when it becomes available.

                     This information is provided by RNS
           The company news service from the London Stock Exchange


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