This is a mixed message for investors in the company that houses most of Rupert Murdoch’s Australian and publishing assets including the Wall Street Journal and New York Post.
What many won’t like is that News Corp says it will extend its anti-takeover poison pill protection — due to expire today — by three years to June 18, 2018. That will make it hard for an outsider to make a hostile offer to buy the company, which typically drives up the stock price. News Corp says that the extension will “maximize the long-term value of the Company for all stockholders.”
Although the Murdoch family controls about 38.4% of the voting shares, other holders are frustrated by the performance of the stock: It has depreciated 17.5% over the last 12 months, and 9.4% so far in 2015.
The company adopted the poison pill more than a decade ago: It makes a takeover prohibitively expensive by enabling the board to flood the market with shares — which existing holders can buy at half price — if a hostile bidder acquires 15% of the stock. Murdoch felt threatened by Liberty Media’s John Malone, who in 2004 quietly bought 17.1% of the voting shares in a window that briefly opened when News Corp reincorporated to the U.S. from Australia.
That threat ended two years later when Malone agreed to swap the stock for 38.5% of DirecTV, $550 million in cash, and three regional sports network.
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But News Corp kept the anti-takeover protection. Some shareholders challenged it in 2006, but backed off when Murdoch agreed not to keep it for more than a year without a shareholder vote. It resurfaced two years ago when News Corp split from 21st Century Fox, which has Murdoch’s TV and movie assets. This past April, Delaware Chancery Court supported the company’s view that the new incarnation of News Corp was not bound by the deal made by the predecessor company.
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Shareholders who are irked about the poison pill likely will be mollified by today’s announcement that News Corp will introduce a semi-annual cash dividend of 10 cents a share. It will begin on June 29, the start of News Corp’s fiscal year. This is the first dividend News Corp has offered since it was separated from Fox.
“This decision by the Board is a sign of confidence in the state of our business and faith in our prospects for the future,” CEO Robert Thomson says. “The planned dividend, combined with our ongoing buyback and strategy of balancing capital returns with prudent reinvestment, puts News Corp firmly on track for long-term growth and value creation.”
He adds that the company’s realtor.com “has now become the fastest-growing digital real estate site in America.” Meanwhile the decision to integrate Harlequin with HarperCollins Publishers “has created a powerful global and digital publishing platform.” All told, the investments “will bring long-term benefits to all stockholders.”
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