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<\/p>\nRupert Murdoch and the Murdoch Family Trust will not vote in favor of a Fox-News Corp. merger unless the combination has the blessing of special committees of outside directors, and of non-Murdoch affiliated stockholders.<\/p>\n
The boards of both companies issued statements today in an “update on the process in response to recent inquiries.” Special committees began exploring a recombination of the two companies last month at Murdoch’s request, prompting some blowback by some outside investors who don’t think it’s in the best interests of either.<\/p>\n
“Mr. Murdoch and the Murdoch Family Trust will not vote in favor of a transaction unless it is both recommended by the Special Committee and approved by a majority vote of the shares held by non-affiliated stockholders entitled to vote,” Fox and News Corp. said today in dueling SEC filings.<\/p>\n
Independent directors — not affiliated with the Murdoch family – on the Fox Special Committee include Jacques Nasser, Roland Hernandez, Anne Dias, Paul Ryan and William Burck. Nasser serves as chair.<\/p>\n
The News Corp. committee includes Kelly Ayotte, José María Aznar, Natalie Bancroft, Ana Paula Pessoa and Masroor Siddiqui, who is the chair.<\/p>\n
The Fox special committee has retained J.P. Morgan as its financial advisor and Wachtell, Lipton, Rosen & Katz as legal advisor.<\/p>\n
News Corp.’s has retained PJT Partners as financial advisor and Sullivan & Cromwell as legal advisor. <\/p>\n
There’s been “no determination with respect to a combination at this stage, and there can be no certainty that the company will engage in such a transaction,” both companies said.<\/p>\n
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