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News Corporation, Sky Deutschland AG and Its New Bank Syndicate Reach Agreement on Financing Measures



  News Corporation, Sky Deutschland AG and Its New Bank Syndicate Reach
  Agreement on Financing Measures

Business Wire

NEW YORK -- January 14, 2013

News Corporation today announced it has reached an agreement with Sky
Deutschland AG (“Sky Deutschland”) and its new bank syndicate to support both
a new financing structure and the issuance of €438 million of new equity.

The new bank financing, which will be guaranteed by News Corporation, will
replace Sky Deutschland’s current bank debt facilities. Additionally, News
Corporation will guarantee certain rights payments associated with Sky
Deutschland’s Bundesliga broadcasting license and support the raising of
additional funds of €438 million (which includes the outstanding €144 million
of equity under the capital measures announced by Sky Deutschland on February
2, 2012) to support Sky Deutschland on the continuing execution of its
strategy.

“We have always believed in Sky Deutschland’s ability to transform the pay TV
experience in Germany and Austria and this new financing structure further
validates that longstanding commitment,” said Chase Carey, President and Chief
Operating Officer, News Corporation. “News Corporation’s continued investment
underscores the value we see in Sky Deutschland and the significant market
opportunities it faces, and reflects our confidence in its management team and
their strategies for growth.”

Under the new financing structure, Sky Deutschland’s existing bank debt
facilities will be repaid in full and be replaced by a new €300 million
five-year bank credit facility. News Corporation has committed to provide a
guarantee to Sky Deutschland’s lending banks and to act as guarantor to the
German Football League (DFL) for Sky Deutschland’s new Bundesliga broadcasting
license for the 2013/14 to 2016/17 seasons in an amount of up to 50 percent of
the license fee per season. In addition, News Corporation has agreed to extend
the maturity of existing shareholder loans of €106 million plus accrued
interest.

The €438 million of new equity includes a private placement today of 77.9
million new registered shares in Sky Deutschland issued to News Corporation at
a price of €4.46 per new share for an aggregate price of €347.4 million. On
registration, News Corporation’s stake in Sky Deutschland will increase from
49.9 percent to 54.5 percent.

The remaining funds of €90.6 million to reach an aggregate of €438 million are
expected to be raised by Sky Deutschland through a rights offering of new
registered shares to be offered to Sky Deutschland shareholders. In order to
ensure that the overall proceeds to Sky Deutschland amount to €438 million,
News Corporation will provide a loan if the rights offering is not fully
subscribed. News Corporation has committed to fully exercise its subscription
rights, including those that will result from today’s private placement, and
has the right to subscribe in whole or in part for any new shares that are not
subscribed for by other Sky Deutschland shareholders.

As a result of this transaction Sky Deutschland will become a consolidated
entity of News Corporation.

News Corporation’s commitments are subject to certain conditions, in
particular but not limited to: the new credit facility is and remains in full
force and effect, no material adverse change has occurred in the financial and
business development of Sky Deutschland, and other customary conditions. News
Corporation may waive the requirement to comply with individual conditions.

Deutsche Bank is acting as financial advisor to News Corporation in this
transaction.

About News Corporation

News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) had total assets as of
September 30, 2012 of approximately US$60 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.

This press release does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities in the United States. The
shares of Sky Deutschland AG may not be offered or sold in the United States
under the U.S. Securities Act of 1933, as amended, absent registration or an
exemption from registration. No public offering of shares will be made in the
United States.

Contact:

News Corporation
Miranda Higham, +44 (0) 207 782 6462
mhigham@newscorp.com
or
Nathaniel Brown, + 1 (0) 212 852 7746
nbrown@newscorp.com
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