Murdoch Jumping Ship
I enclosed a letter to Newscorp shareholders, recommending Newscorp reincorporates in the USA and purchases the Murdoch family's remaining 58% of Queensland Press Limited. Some people say Murdoch wants to protect as much of his fortune as possible, hiding it in reinvestments, trusts and foundations.
The smartest money will abandon FOX faster than Murdoch can.
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THE NEWS CORPORATION LIMITED
Information Memorandum in relation to a proposal to "re-incorporate" in the United States and to acquire from Murdoch family interests their shareholding in Queensland Press Pty Limited.
The Directors of News Corporation unanimously recommend that you vote in favour of the schemes of
arrangement and related resolutions necessary to implement the proposed transaction. The Independent
Expert has concluded that the proposed transaction is in the best interests of News Corporation's Shareholders and Optionholders.
This is an important document and requires your immediate attention.
It should be read in its entirety. If you are in doubt as to what you should do, you should consult your investment or other professional adviser.
Letter from the Chairman and Chief Executive Dear fellow Shareholders and Optionholders, It is with great pleasure that I write to you today regarding a proposal by News Corporation that, if approved by shareholders, optionholders and the Australian Federal Court, will result in News Corporation "re-incorporating" in the United States, with its primary listing on the New York Stock Exchange and secondary listings on the Australian Stock Exchange and London Stock Exchange. As part of this proposal, the company will also acquire from Murdoch family interests certain companies holding the 58.34% of Queensland Press Pty Ltd not already owned by News Corporation.
The "re-incorporation" is designed to make the company a more attractive investment to our shareholders and we believe the proposed transaction has the following key potential benefits for shareholders:
• Enhanced US-based demand for the company's shares, over time, resulting from an expanded active US shareholder base and the expected inclusion in major US indices;
• Potential narrowing of the trading discount of the non-voting shares relative to the voting shares,
further enhancing the relative value of the non-voting shares;
• Improved access to a larger pool of capital available in the United States which should provide greater financial flexibility and improved pricing for capital raisings and acquisition purposes;
• Full consolidation and control of the QPL Publishing Business, a newspaper business with strong
growth and profitability characteristics;
• Reduced corporate complexity; and
• External reporting in a manner consistent with News Corporation's peer group in the United States.
There is a more complete explanation of the potential benefits, disadvantages and risks to
shareholders and optionholders of the proposed transaction in Section 1 of this Information Memorandum.
The News Corporation Board has established a Special Committee of non-executive directors to
evaluate the proposed transaction. I am pleased to say that the Special Committee has unanimously
recommended the proposed transaction to the Board. The Board has concluded that the proposed
transaction is in the best interests of shareholders and optionholders and has unanimously
recommended approval of the proposed transaction. As required under Australian law, News
Corporation has engaged an independent expert to consider the proposed transaction and to issue a
report that is attached to this Information Memorandum as Attachment 5. The independent expert has
concluded that the proposed transaction is in the best interests of shareholders and optionholders and
that the QPL transaction is on terms that the independent expert considers to be fair and reasonable
for the acquisition of a controlling interest in QPL.
The Board believes strongly that this proposal should be approved by the shareholders and optionholders of News Corporation.
The meetings of shareholders and optionholders to vote on the proposed transaction will be held in
Adelaide on Tuesday, 26 October 2004 (starting after the AGM which is also being held on that day).
My family strongly supports, and intends to vote in favour of, the proposed transaction. However, due
to our economic interests in the transaction, we will vote as a separate class and not with other
shareholders and optionholders at the scheme of arrangement meetings.
For more than 50 years I have been devoted to building News Corporation into one of the world's
strongest and most highly respected media companies. I strongly believe that to continue to maximise
returns for all shareholders, the company should "re-incorporate" in the United States. I ask that you
carefully consider the Board's proposal, as described in detail in this Information Memorandum, and
vote to support the next phase of News Corporation's development.
Yours sincerely,
K. Rupert Murdoch
Chairman and Chief Executive
The News Corporation Limited
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How to vote
• On Tuesday, 26 October, 2004 there will be a series of meetings in Adelaide, Australia, to approve
the Reorganisation.
• You can vote in person by attending the meetings. They will be held immediately following News
Corporation's AGM, which begins at 10:00 am (Adelaide time) at the Adelaide Hilton International
Hotel, 233 Victoria Square, Adelaide, South Australia (except for the meetings of the Murdoch
Family and their associates which will be held immediately prior to the AGM).
Houston Coalition for Justice Not War meets every first and third Monday of the month at 7:00 pm. at the HPJC, in Ecclesia, 2115 Taft. See our website for latest details: www.houstonjusticenotwar.org
Progressive Workers' Organizing Committee meets in Dickinson, TX ' s every other Wednesday (info: (832) 498-5795 /(281) 534-7638
NION-Houston meets every second and fourth Thursday night at 7:30 pm at the Olive Branch room behind the Maryknoll House.
For info on Houston Global Awareness Collective browse to:
http://www.h-gac.org
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