21st Century Fox Agrees to Combine European Satellite Television Holdings; New Sky will be Europe’s Leading Pay-Television

  21st Century Fox Agrees to Combine European Satellite Television Holdings;
  New Sky will be Europe’s Leading Pay-Television Business

   Transfers Sky Holdings in Italy and Germany to BSkyB; Will Maintain 39.1
Percent Interest in Expanded BSkyB and Receive $9.3 Billion In Cash and Assets

  Company Will Continue Share Repurchases in FY 2015 Under New Authorization

Business Wire

NEW YORK -- July 25, 2014

21st Century Fox (NASDAQ:FOXA, FOX) today announced that it will transfer Sky
Italia and its 57.4 percent interest in Sky Deutschland to BSkyB to create a
pan-European digital television leader through the combination of these
assets.

In exchange for the transfer, 21st Century Fox will receive approximately $9.3
billion in value from BSkyB comprised of approximately $8.6 billion in cash
and BSkyB’s 21 percent interest in National Geographic Channels International,
raising 21st Century Fox’s ownership stake to 73 percent. In addition, 21st
Century Fox will participate in BSkyB’s announced equity offering by
purchasing approximately $900 million of additional shares in BSkyB to
maintain the Company’s 39.1 percent ownership interest. The net, after-tax
cash proceeds to be received by 21st Century Fox upon completion of all the
elements of this transaction will approximate $7.2 billion. The agreement is
subject to regulatory approvals, the approval of BSkyB stockholders and
customary closing conditions.

“We have always believed that a combination of the European Skys would create
enormous benefits for the combined business and for our shareholders,” said
James Murdoch, Co-Chief Operating Officer, 21st Century Fox. “Ultimately, a
pan-European Sky is good for customers, who will benefit from the accelerated
technological innovation and enhanced customer experience made possible by a
fully integrated business. The transaction underscores our focus at 21st
Century Fox on simplifying our structure while delivering significant value to
our shareholders. We look forward to participating in Sky’s exciting next
chapter under the leadership of Jeremy Darroch, along with the other senior
leaders, colleagues and creative talent across all the European Sky
businesses.”

“For 21st Century Fox, this transaction was driven by the Company’s objective
of maximizing the value of its various Sky holdings in a manner that
recognizes the fair value of these businesses while allowing us to participate
in the ongoing benefits of Sky through our ownership interest in the enlarged
and strengthened company,” said Chase Carey, President and Chief Operating
Officer, 21st Century Fox. “This transaction significantly enhances liquidity
on our balance sheet to support our key operating principles including the
consistent return of capital to shareholders. In this regard, for Fiscal 2015
we will continue our share buyback program and will communicate the details of
a renewed share buyback authorization upon the announcement of Fiscal 2014
earnings results on Wednesday, August 6, 2014.”

“Our renewed authorization for our share buyback program will be executed
regardless of any potential acquisition or investment activity by the
Company,” said Rupert Murdoch, Chairman and CEO of 21st Century Fox. “21st
Century Fox’s number one priority is increasing shareholder value in a
disciplined manner and, as a result, we will only consider transactions that
fully support this objective.”

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 assumptions and involve known and unknown risks, uncertainties, and
other factors, which may cause the actual results or performance or
achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements or information. Where, in anyforward looking
statements, we express an expectation or belief as to future results or
events, such expectation or belief is based on the current plans and
expectations of our management and expressed in good faith and believed to
have a reasonable basis, but there can be no assurance that the expectation or
belief will result or be achieved or accomplished. 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 or regulation.

About 21st Century Fox

21st Century Fox is the world's premier portfolio of cable, broadcast, film,
pay TV and satellite assets spanning six continents across the globe. Reaching
more than 1.5 billion subscribers in approximately 50 local languages every
day, 21st Century Fox is home to a global portfolio of cable and broadcasting
networks and properties, including FOX, FX, FXX, FXM, FS1, Fox News Channel,
Fox Business Network, FOX Sports, Fox Sports Network, National Geographic
Channels, MundoFox, STAR India, 28 local television stations in the U.S. and
more than 300 channels that comprise Fox International Channels; film studio
Twentieth Century Fox Film; and television production studios Twentieth
Century Fox Television and Shine Group. The Company also provides premium
content to millions of subscribers through its pay-television services in
Europe and Asia, including Sky Deutschland, Sky Italia and its equity
interests in BSkyB and Tata Sky. For more information about 21st Century Fox,
please visit www.21CF.com.

Contact:

21st Century Fox
Press:
LA: Julie Henderson, 310-369-0773
jhenderson@21cf.com
or
NY: Nathaniel Brown, 212-852-7746
nbrown@21cf.com
or
UK: Miranda Higham, 011-44-207-0195632
mhigham@21cf.com
or
Investor Relations:
Reed Nolte, 212-852-7092
rnolte@21cf.com
or
Joe Dorrego, 212-852-7856
jdorrego@21cf.com
 
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