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Fox, News Corp. Clarify Rupert Murdoch Role Amid Merger Deliberations

Rupert 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.

The boards of both companies issued statements Tuesday 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.

“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.

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.

The News Corp. committee includes Kelly Ayotte, José María Aznar, Natalie Bancroft, Ana Paula Pessoa and Masroor Siddiqui, who is the chair.

The Fox special committee has retained J.P. Morgan as its financial advisor and Wachtell, Lipton, Rosen & Katz as legal advisor.

News Corp. has retained PJT Partners as financial advisor and Sullivan & Cromwell as legal advisor. 

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.

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