News Corporation (NWSA)

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News Corporation (NWSA)

June 11, 2013 10:00 am ET


Keith Rupert Murdoch - Co-Founder, Executive Chairman, Chairman of the Media & Entertainment Arm and Chief Executive of the Media & Entertainment Arm


Keith Rupert Murdoch

Good morning, ladies and gentlemen. If you'd all please be seated. I'm Rupert Murdoch, Chairman and Chief Executive Officer of News Corporation. It's my pleasure to welcome all of you to the Special Meeting of Stockholders of News Corporation. Before calling the meeting to order, I'd like to present some remarks about the proposed separation of News Corporation.

It was nearly a year ago when we set out to chart a strategic plan to unleash the true potential of our quite unparalleled portfolio of assets, brands and franchises. News Corporation's size and complexity, the result of the case of growth have made it difficult for investors to understand and therefore, properly value our company. We're confident that the separation will unlock the true value of our assets and create long-term value for you, our stockholders. Were also enhanced by management focus to bolster our financial and operational flexibility and enable us to respond more rapidly to fast evolving markets. I'm pleased to report that we are on track to effect the separation on June 28.

I'd like to recognize the enormous amount of work undertaken over the last year by our management team, our board and the rest of my colleagues at News Corp. to bring us to this place. I also like to express my appreciation to our stockholders for your attention to the matters outlined in our proxy. With the separation, we will launch 2 independent companies: Twenty-First Century Fox, the world's premier portfolio of media and entertainment assets; and the new News Corp., the largest news and information services regarded in the English-speaking world. Both companies will be uniquely positioned to execute on their strategic objectives and to lead their industries forward. I'm confident in the future prospects and the value that each will create for our stockholders.

I now call the meeting to order.

Before proceeding to the business of the meeting, I'd like to introduce members of our management team. On stage with me, our CFO and Director, Mr. David DeVoe; and our Group Counsel, Mr. Gerson Zweifach. In accordance with the company's bylaws, I hereby appoint Mr. Jim Raitt of American Election Services, LLC as the independent Inspector of Election for this special meeting.

This meeting is held pursuant to a notice of special meeting on stockholders mailed on or about April 30, 2013, to each record holder of a share of common stock on April 19, 2013. A list of holders of the company's common stock entitled to vote at this meeting, based on our record date at April 19, 2013, has been available at the company's headquarters for the past 10 days, and is available at the meeting for examination by any stockholder desiring to do so.

All documents concerning the call and notes of this meeting are available here today and will be filed with the records of the meeting. The Inspector of Elections has examined the proxies received and reports their holders of the majority of the shares of each Class A common stock and Class B common stock outstanding as of the record date are present in person or represented by proxy. Therefore, I declare a quorum present at the meeting.

On behalf of our Board of Directors, I'd like to express my appreciation to all stockholders who returned their proxies. It is now 6 minutes past 10, on June 11, 2013, and the polls are now open for voting. Those stockholders voting in person should mark their ballots and a company representative will be available to collect them for tabulation. Those of you who were present with a ballot, so that you can vote in person, were provided with a ballot when you entered the meeting. Ballots are also available in the room where registration took place. However, we urge stockholders to allow their proxies to stand. You will have an opportunity to ask questions after all matters being submitted to stockholders to vote are presented. Please hold your questions until that time.

The first matter to be acted upon by the stockholders is Proposal 1, approval on an amendment to the company's restated certificate of incorporation to clarify our ability to structure separation transactions, including the contemplated separation of our media and entertainment businesses and our publishing businesses as described in our Special Meeting Proxy Statement. Such that we can make distributions to our stockholders in separate classes of stock of our subsidiaries comparable to the classes of stock currently held by them.

Proposal 2 is an approval on an amendment of the company's restated certificate of incorporation to allow us to make certain noncash distributions on shares of our stock held by our wholly-owned subsidiaries in separation transactions and to create additional subsidiary-owned shares with similar rights to distributions, each to enable us to consummate the separation in the manner contemplated.

Proposal 3 is for approval on an amendment of the company's restated certificate of incorporation, which will change the company's name to Twenty-First Century Fox, Inc. on or about the date for the consummation of the separation.

I will now present a summary of the Inspector of Elections' preliminary report based on the proxies we have received. The Inspector of Elections' final report will be filed with our corporate secretary following the meeting.

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