News Corp has adopted a "poison pill" to avoid anybody building a stake to challenge Rupert Murdoch's near-40 per cent voting control as his family media empire splits into separate entertainment and publishing businesses.
The group confirmed on Friday that the split would happen on June 28 as it named new directors for the two new boards. It also announced a "shareholder rights plan" that would allow existing shareholders to buy stock at a 50 per cent discount if anybody were to buy 15 per cent or more of either company's class B voting shares.
The plan, effective for a year, would dilute anybody attempting to take control of either company in a period when, News Corp noted, "there may be significant volume of trading" in both stocks. That should reduce the risk of a repeat of 2004, when John Malone began building a 16.3 per cent voting stake in News Corp which he ultimately traded for Mr Murdoch's interest in DirecTV.
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Elisabeth Murdoch, who in August 2011 "delayed" her planned nomination as a News Corp director, will not sit on either board.
Both Lachlan and James Murdoch have been targeted by corporate governance campaigners at News Corp's last two annual meetings, although the protest vote in 2012 was much smaller than in 2011. The Murdoch family controls almost 40 per cent of the group's voting shares.
Shareholders will receive one share of the new News Corp for every four News Corp shares they now own as a stock dividend, the group said. Its board also approved a $500m share buyback program for the new News Corp, answering some of investors' questions about its planned use of capital.
21st Century Fox will add three new directors: Delphine Arnault, the deputy general manager of Christian Dior Couture and daughter of LVMH founder Bernard Arnault; Jacques Nasser, chairman of Anglo-Australian miner BHP Billiton, former Ford Motor Company chief executive and recent BSkyB director; and Robert Silberman, executive chairman of Strayer Education and former assistant secretary of the US Army.
The new News Corp board will include John Elkann, chairman of Fiat and chairman and chief executive of EXOR; Ana Paula Pessoa, a former chief financial officer of Globo in Brazil and partner at Brunswick Group, the London-based public relations firm; and Masroor Siddiqui, the former partner of The Children's Investment Fund who co-founded Naya Management, an investment firm, last year.
The plan to split News Corp, announced last summer, has strongly lifted News Corp shares, which were already rallying from their plunge during the phone hacking crisis of July 2011 as the group pursued a $10bn share buyback.
"We continue to believe that the separation will unlock the true value of both companies and their distinct assets, enabling investors to benefit from the separate strategic opportunities resulting from more focused management of each division," Rupert Murdoch said in a statement.
Mr Murdoch will remain chairman and chief executive of 21st Century Fox, with Chase Carey as chief operating officer. At the new News Corp, he will be executive chairman, with Robert Thomson as chief executive.
Mr Murdoch added: "The two new industry leaders created by the separation will be guided by the insights of accomplished individuals who collectively bring to each company demonstrated business acumen and a diversity of experience."
Existing News Corp directors joining the 21st Century Fox board include James Breyer, Dave DeVoe, Viet Dinh, Sir Rod Eddington and Alvaro Uribe. Those moving to the new News Corp include Jos Mara Aznar, Natalie Bancroft, Peter Barnes, Elaine Chao and Joel Klein.
