August 11, 2005

A Buoyed Murdoch Blocks a Major Investor
By RICHARD SIKLOS
NY Times

http://www.nytimes.com/2005/08/11/business/media/11news.html?pagewanted=print


Rupert Murdoch gave the cold shoulder to his largest shareholder, John C. Malone, yesterday by extending a poison pill that blocks Mr. Malone's Liberty Media Corporation from buying more shares of Mr. Murdoch's News Corporation.

But the consolation prize for Mr. Malone was that the News Corporation reported strong earnings exceeding analyst expectations, increased its dividend and projected solid growth in the year ahead. Mr. Murdoch also said the company may spend up to $2 billion building Internet assets and was in advanced talks to buy a controlling stake in an Internet search engine.

The shareholder rights plan, or poison pill, was put in place for a period of one year last November, but was extended by the News Corporation's board for two more years. Mr. Murdoch indicated talks with Mr. Malone about swapping assets for the shares or entering into some kind of standstill arrangement had stalled.

"We've frankly moved on," Mr. Murdoch said in a conference call. "When Liberty comes up with a plan that is acceptable to them we'll have to look at it. You'll have to ask Mr. Malone."

Mr. Murdoch indicated he has also moved on, corporately at least, from the resignation of his son Lachlan as the company's deputy chief operating officer and potential successor as chief executive. Amid tensions stemming mainly from his father's involvement in the businesses he oversaw, Lachlan said he was moving to Australia with his family.

"There's nothing to be said other than what Lachlan said and what I said a couple of weeks ago," Mr. Murdoch said. "Any succession planning is up to the board of News Corporation to do what they think is best for all the shareholders."

Lachlan's departure also came amid a rift stemming from Mr. Murdoch's desire that his two young daughters by his third wife be given equal footing in family trusts that, as now structured, will eventually pass control of the News Corporation to his four children from two previous marriages.

The trusts were created as part of the settlement of his 1999 divorce from Anna Murdoch Mann, his wife of 31 years and the mother of Lachlan and two of his siblings.

Mrs. Mann's lawyer, Daniel Jaffe, said in an interview last week that the trusts were set up to specifically prohibit Mr. Murdoch from making such a change. Asked yesterday in the conference call whether a change to the trust is being contemplated, Mr. Murdoch said: "I don't think you're very wise to be listening to loose-lipped divorce lawyers. Frankly there is no change" to the trusts.

A Liberty spokesman said Mr. Malone had no comment.

Mr. Malone built an 18 percent voting stake in the News Corporation last year, to Mr. Murdoch's surprise, while professing friendly intentions to Mr. Murdoch, a sometime business partner. In a conference call last week, Mr. Malone said he did not expect to sell the shares any time soon and hoped the company's strategy would be focused "a little more on shareholder returns and less on empire building."

Mr. Murdoch controls 29.5 percent of the company's voting stock.

When the News Corporation's directors announced the pill last October, they said they had a policy allowing them to keep the pill in place for no more than a year without either letting it expire or putting it to a shareholder vote. In extending the pill, Mr. Murdoch said yesterday, the board had changed that policy.

The analyst Richard Greenfield of Fulcrum Global Partners applauded Mr. Murdoch's tactics. "You've seen today where the leverage rests - with Murdoch, not with Malone," Mr. Greenfield said. "You own this stock for Rupert's vision. Any threats to that vision should be protected by the company." In the conference call, Mr. Murdoch emphasized the company was serious about competing on the Internet.

After spending $580 million to acquire Intermix Media and its popular social networking site Myspace.com, Mr. Murdoch said the company could spend double that and possibly up to $2 billion to buy Internet assets to complement what the company would build internally.

The company also last week acquired the sports Web business Scout Media for $60 million, and Mr. Murdoch said the company is "in very advanced negotiations to buy a controlling interest in what we think is a wonderful search engine."

The media conglomerate reported net income for the fourth quarter ended June 30 of $717 million, or 22 cents per share, compared to $429 million or 15 cents per share in the year-earlier period. A survey of 16 analysts by Thomson Financial had forecast earnings of 18 cents for the quarter. Revenues increased 12 percent to $6.1 billion from $5.5 billion in the year-earlier period.


================================
George Antunes, Political Science Dept
University of Houston; Houston, TX 77204
Voice: 713-743-3923  Fax: 713-743-3927
antunes at uh dot edu


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