Business & Finance

News Corp and Liberty Media Consummate Gemstar-TV Guide International Transaction

May 2nd, 2001

News Corporation (ASX: NCP) and Liberty Media Corporation (NYSE: LMG.A, LMG.B) consummated a transaction today in which News Corporation acquired shares of Gemstar-TV Guide International from Liberty in exchange for shares of News Corporation.

Under the terms of the transaction (previously announced on September 27, 2000) News Corporation acquired a 17 percent interest in Gemstar-TV Guide in exchange for 121.5 million ADSs representing 486 million News Corporation preferred limited voting ordinary shares (NYSE: NWS/A; ASX: NCPDP). This increases News Corporation’s ownership to 38.5 percent, making it the largest shareholder in the world’s leading provider of interactive programming guides and the popular TV Guide magazine.

Liberty’s acquisition today of News Corporation ADSs, which represent preferred limited voting ordinary shares, increases Liberty’s interest in News Corporation to approximately 18 percent of the company’s outstanding equity, making it the largest non-voting shareholder. Holders of preferred limited voting ordinary shares are not entitled to vote in the election of directors.

Under the terms of the transaction, Liberty generally has agreed not to sell or transfer the News Corporation ADSs it received today for a two-year period.

Liberty has assigned to News Corporation its rights under a stockholders agreement with News Corporation and Henry C. Yuen, Chairman and CEO of Gemstar-TV Guide, to designate three members of the Gemstar-TV Guide board of directors. News Corporation now has the right, under such agreement, to designate six of the twelve members of the Gemstar-TV Guide board.
 

About Liberty Media
Liberty Media Corporation (NYSE: LMG.A and LMG.B) holds interests in a broad range of video programming, communications, technology and Internet businesses in the United States, Europe, South America and Asia.
 

About News Corp
The News Corporation Limited (NYSE: NWS, NWS.A; ASX: NCP, NCPDP; LSE: NEWCP) is one of the world’s largest media companies with total assets as of December 31, 2000 of approximately US$38 billion and total annual revenues of approximately US$14 billion. News Corporation’s diversified global operations in the United States, Canada, the United Kingdom, continental Europe, Australia, Latin America and the Pacific Basin include the production and distribution of motion pictures and television programming; television, satellite and cable broadcasting; the publication of newspapers, magazines and books; the production and distribution of promotional and advertising products and services; the development of digital broadcasting; the development of conditional access and subscriber management systems; and the creation and distribution of popular on-line programming.