Fox Corp. provides update on potential News Corp. transaction

The Special Committee of the Board of Directors of Fox Corporation ( FOX, FOXA) formed to explore a potential combination with News Corporation (NWS, NWSA) following receipt of letters from K. Rupert Murdoch and the Murdoch Family Trust provided an update on the process in response to recent inquiries. The Special Committee is composed solely of independent directors not affiliated with the Murdoch family – Jacques A Nasser, Roland A Hernandez, Anne Dias, Paul D Ryan, and William A Burck, with Mr. Nasser, the Company’s Lead Independent Director, serving as chair. The Special Committee has been delegated full authority to evaluate the Potential Transaction. The letters indicated that Murdoch and the Murdoch Family Trust will not vote in favor of a transaction unless it is both recommended by the Special Committee and approved by a majority vote of the shares held by non-affiliated stockholders entitled to vote. The Special Committee is in the process of thoroughly reviewing the Potential Transaction and has retained independent advisors consisting of J.P. Morgan as its financial advisor and Wachtell, Lipton, Rosen & Katz as its legal advisor. It has made no determination with respect to a combination at this stage, and there can be no certainty that the company will engage in such a transaction. The Special Committee is squarely focused on its fiduciary duties to the FOX shareholders.