This press release does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States. The shares of Premiere AG (the "Shares") may not be offered or sold in the United States under the U.S. Securities Act of 1933, as amended, absent registration or an exemption from registration. No public offering of shares will be made in the United States.
New York, NY, December 23, 2008 – News Corporation today announced that it has reached an agreement with Premiere AG and its bank syndicate on a new financing structure, which will replace Premiere’s current debt financing and provide additional equity to fund the new strategic plan just announced by Premiere AG. Under the new financing structure, the existing debt facilities will be refinanced by €525m of new long-term bank facilities and News Corporation will backstop capital increases intended to provide Premiere with gross equity proceeds of €450m as follows:
News Corporation has agreed to backstop the second capital increase, subject to certain conditions, the most important of which are the availability of the new long-term bank facilities and an exemption from the Federal Financial Supervisory Office (“BaFin”) from the requirement to make a mandatory public offer for Premiere in the event News Corporation’s equity share in Premiere reaches or exceeds 30 percent. News Corporation’s commitment is also conditional on approval of the second capital increase by an extraordinary meeting of Premiere shareholders which is planned for the first quarter of 2009 as well as certain customary closing conditions.
News Corporation (NYSE: NWS, NWS.A; ASX: NWS, NWSLV) had total assets as of September 30, 2008 of approximately US$61 billion and total annual revenues of approximately US$33 billion. News Corporation is a diversified global media company with operations in eight industry segments: filmed entertainment; television; cable network programming; direct broadcast satellite television; magazines and inserts; newspapers and information services; book publishing; and other. The activities of News Corporation are conducted principally in the United States, Continental Europe, the United Kingdom, Australia, Asia and Latin America.
Press Contact:
Jack Horner 212-852-7952
jhorner@newscorp.com