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Liberty Media to acquire News Corp’s DirecTV stake

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MUMBAI: US media conglomerate News Corporation today announced that it had signed a share exchange agreement with Liberty Media.

Under the terms of the agreement, Liberty will exchange its entire 16.3 per cent economic position (324.6 million Class A and 188 million Class B shares) in News Corporation for a 38.4 percent stake (470.4 million shares) in DirecTV, three Regional Sports Networks (FSN Northwest, FSN Pittsburgh and FSN Rocky Mountain) and $550 million of cash, subject to a working capital adjustment.

News Corp believes the transaction will unlock tremendous value for the following reasons:The transaction will be immediately accretive to News Corporation’s earnings per share;

News Corp will divest its stake in DirecTV at an attractive valuation on a tax-free basis, and;

News Corporation will accomplish an approximately $11 billion stock buyback representing approximately 16 per cent of the outstanding stock.

The share exchange agreement is subject to various regulatory approvals and an affirmative vote by a majority of holders of News Corporation’s Class B common stock, other than the Murdoch family and Liberty. If approved, the transaction is expected to be completed in the second half of calendar 2007.

Following completion of the transaction with Liberty, News Corporation intends to redeem its stockholder rights plan and will consider eliminating its staggered board.

With negotiations over the share exchange agreement now completed, News Corporation expects to continue its previously announced stock repurchase programme.

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