New York, NY, January 7, 2019 - 21st Century Fox ( 21CF ; NASDAQ: FOXA, FOX) today announced the public filing of a Registration Statement on Form 10 (the Form 10 ) with the U.S. Securities and Exchange Commission (the SEC ) for Fox Corporation ( FOX ), the company to be spun-off in connection with 21CF's combination with The Walt Disney Company ( Disney ).FOX will deliver compelling news, sports and entertainment content through its iconic domestic brands. The Form 10 filing provides an overview of FOX's business, competitive strengths and strategies, and contains important information regarding the transaction, including historical combined financial statements for FOX.
FOX intends to apply to have shares of both FOX class A common stock and FOX class B common stock authorized for listing and public trading on the Nasdaq Global Select Market under the symbols FOXA and FOX, respectively.
We are pleased to be taking another important step toward the creation of FOX, which will immediately enjoy strong leadership positions across its core businesses and benefit from the flexibility and capitalization of our new structure in order to pursue high growth initiatives and strategic opportunities, said Lachlan Murdoch, Executive Chairman of 21CF and Chairman and Chief Executive Officer of FOX. Anchored by the FOX Network, FOX News, FOX Sports and FOX Television Stations, FOX will be a bold and transformational media company, delivering high-quality programming to loyal and engaged audiences across the country.
The closing of the transactions contemplated by the merger agreement with Disney are subject to the satisfaction of certain conditions, including, among others, regulatory approvals, the effectiveness of the Form 10 and the receipt of certain tax opinions with respect to the treatment of the transactions under U.S. and Australian tax laws. 21CF anticipates the transactions closing in the first half of calendar 2019.
The Form 10 is available on the SEC's website at www.sec.gov under Fox Corp, on 21CF's website at www.21cf.com/investor-relations/ and on FOX's website at www.FOXCorporation.com. The Form 10 has not been declared effective by the SEC and is subject to amendment prior to becoming effective.
FOX Press Contacts:
Hope Hicks
310-369-1212
hope.hicks@fox.comMegan Klein
310-369-3613
megan.klein@fox.com
21CF Press Contact:
Nathaniel Brown
212-852-7746
nbrown@21cf.com
Investor Contacts:
Reed Nolte
212-852-7092
rnolte@21cf.comMike Petrie
212-852-7130
mpetrie@21cf.com
About 21st Century Fox
21st Century Fox (NASDAQ: FOXA, FOX) is one of the world's leading portfolios of cable, broadcast, film, pay TV and satellite assets spanning six continents across the globe. Reaching more than 1.8 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, Star India, 28 local television stations in the U.S. and more than 350 international channels; film studio Twentieth Century Fox Film; and television production studios Twentieth Century Fox Television and a 50 per cent ownership interest in Endemol Shine Group. For more information about 21st Century Fox, please visit www.21CF.com
Cautionary Notes on Forward Looking Statements
This communication contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as expect, anticipate, intend, plan, believe, seek, see, will, would, target, similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the proposed transaction or to make any filing or take other action required to consummate such transaction in a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction may not occur on the anticipated terms and timing or at all, (ii) the required regulatory approvals are not obtained, or that in order to obtain such regulatory approvals, conditions are imposed that adversely affect the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction, (iii) the risk that a condition to closing of the transaction may not be satisfied (including, but not limited to, the receipt of legal opinions with respect to the treatment of certain aspects of the transaction under U.S. and Australian tax laws), (iv) the risk that the anticipated tax treatment of the transaction is not obtained, (v) an increase or decrease in the anticipated transaction taxes (including due to any changes to tax legislation and its impact on tax rates (and the timing of the effectiveness of any such changes)) to be paid in connect
