Capital Markets

News Corp. to Reincorporate in the U.S.

The media colossus will also move its primary share listing to the Big Board to ''significantly expand'' its shareholder base.
Stephen TaubApril 7, 2004

Rupert Murdoch has lived in the United States since the 1970s, and he gave up his Australian citizenship in 1985 to become a U.S. citizen. But although Murdoch’s media colossus has effectively been run from the States for years, and although it earns more than three-quarters of its profits here, only now is News Corp. finally making the move itself.

Yesterday News Corp. announced that it will move its official headquarters from Adelaide, Australia, to New York, and that it will move its primary share listing to the New York Stock Exchange. According to a company press release, the move will enable the News Corp. to “significantly expand” its shareholder base, increase demand for its shares, and improve access to the U.S. capital markets, “enabling the company to raise funds on more attractive terms.”

News Corp. owns The New York Post newspaper, the Fox television network, the Fox News Channel, and the Twentieth Century Fox movie studio — as well as scores of other media properties worldwide. But because of the corporation’s “present status as a foreign issuer in the U.S.,” Murdoch told reporters in a conference call, according to the Associated Press, “many of the world’s biggest funds and investors [are] unable to invest in News Corporation.” Murdoch added that this may be “a prime reason our stock trades at a discount to some of our peers, despite our very strong financial performance in the past few years,” reported the AP.

The company will maintain its listing on the Australian Stock Exchange and an active presence in Australian capital markets. Although this fall’s annual meeting will be the company’s last in Adelaide, reported The New York Times, Murdoch intends to chair a “big annual information meeting” in the South Australian capital.

Under the proposed reincorporation, wrote the Times, holders of ordinary and preferred shares as well as ordinary and preferred American depositary shares will exchange their equity for equivalent stock in a new News Corp. This new parent entity, which would be a Delaware corporation, would also acquire from the Murdoch family the 58 percent controlling holdings in Queensland Press Ltd not currently owned by the company.

The transactions will be non-taxable to the “vast majority of shareholders,” according to the company.