News Corp Plans U.S. Incorporation

News Corp [NWS], the parent organization of DirecTV [DTV]and BSkyB, today announced it would change the company’s place of incorporation to the United States from Australia. The proposed reorganization is aimed at aiding all shareholders by increasing the scope and depth of the company’s shareholder base and by boosting its liquidity. News Corp will maintain its listings on various stock exchanges around the world, including the Australian Stock Exchange. The move also would incorporate News Corp in the country where it generates more than 75 percent of its revenues and profits, officials said.

As part of the reorg, News Corp would acquire from the Murdoch Interests the 58-percent controlling holdings in Queensland Press Pty Ltd. (QPL) not currently owned by the company. The new incorporation also would allow News Corp shares to become eligible for inclusion in a variety of U.S.-based stock indices. Holders of ordinary shares, preferred shares and employee stock options — each voting as a separate class — must approve the transactions. The reorganization and the QPL transaction also would require regulatory approval from the Australian Foreign Investment Review Board, a primary listing on the N.Y. Stock Exchange and a full foreign listing on the Australian Stock Exchange.