Fox Corp. Becomes Standalone Company

(RTTNews) - Fox Corp. (FOXA, FOX) said that the Company this morning became a standalone company and, when the markets open, will begin regular trading of its Class A and Class B Common Stock on Nasdaq Global Select Market under the symbols "FOXA" and "FOX," respectively.

Twenty-First Century Fox, Inc. or "21CF" completed the separation of the Company through the distribution of all of the outstanding shares of the Company's Common Stock to 21CF stockholders on a pro rata basis. A portion of each share of 21CF common stock held at the time of the Distribution was exchanged for 1/3 of one share of Common Stock of the same class, and holders will receive cash in lieu of any fractional shares. 21CF distributed to its stockholders a total of 620,501,921 shares of Common Stock this morning.

The Company also announced the appointment of Ms. Anne Dias and Messrs. Chase Carey, Roland Hernandez, and Paul Ryan to its Board of Directors, alongside previously announced members Rupert Murdoch, Lachlan K. Murdoch and Jacques Nasser.

In connection with the Distribution, the Board of Directors approved the adoption of a Temporary Stockholder Rights Agreement, effective immediately. The Agreement will expire following the next annual meeting of stockholders of the Company, unless the rights are earlier redeemed by the Company or the Agreement is approved by the Company's stockholders.

In adopting the Agreement, the Board of Directors has considered that there may be significant volume of trading in the Company's shares around the time of the Distribution. The Agreement is intended to protect the stockholders of the Company during the post-Distribution period from actions that the Board of Directors determines are not in the best interest of the Company's stockholders.

Pursuant to the Agreement, the Company is issuing one Class A Right for each outstanding share of the Company's Class A Common Stock and one Class B Right for each outstanding share of the Company's Class B Common Stock (together, the "Rights"), in each case as of the close of business on April 2, 2019. Initially, these Rights will not be exercisable and will trade with the Company's Class A Common Stock and Class B Common Stock.