Re: GM-Hughes transaction
GM Plans to Split-Off Hughes and Redeem GM Class H Shares Today
NEW YORK, Dec. 22 -- General Motors Corp. (NYSE: GM, GMH) today announced
that it plans to complete the split-off of its Hughes Electronics subsidiary
before the close of trading on the New York Stock Exchange today.
In connection with the Hughes split-off, GM will redeem all outstanding
shares of GM Class H common stock and distribute to GM Class H common
stockholders one share of Hughes common stock in exchange for each share of GM
Class H common stock outstanding prior to the redemption time.
The redemption will become effective later today at the time of the
simultaneous sale by GM of its 19.8 percent economic interest in Hughes to The
News Corporation Ltd. (NYSE: NWS, NWS.A). News Corporation will then acquire
from the former GM Class H common stockholders an additional 14.2 percent of
the outstanding shares of Hughes common stock in exchange for News Corporation
Preferred American Depositary Shares.
This announcement by GM constitutes notice of the redemption of shares of
GM Class H common stock pursuant to GM's certificate of incorporation as
amended by the amendment of GM's charter approved by GM common stockholders in
October which became effective when filed with the Delaware Secretary of State
earlier today.
General Motors, the world's largest vehicle manufacturer, designs, builds
and markets cars and trucks worldwide and has been the global automotive sales
leader since 1931. GM employs about 340,000 people around the world.
Hughes is a world-leading provider of digital television entertainment,
broadband satellite networks and services, and global video and data
broadcasting.
In connection with the transactions, on August 21, 2003, General Motors
Corporation ('GM'), Hughes Electronics Corporation ('Hughes') and The News
Corporation Limited ('News Corporation') filed definitive materials with the
Securities and Exchange Commission ('SEC'), including a Definitive Consent
Solicitation Statement of GM on Schedule 14A, a Registration Statement of
Hughes on Form S-4 and a Registration Statement of News Corporation on Form F-
4 that contain a consent solicitation statement of GM, a prospectus of Hughes
and a prospectus of News Corporation. Investors and security holders are
urged to read these materials, as well as any other relevant documents filed
or that will be filed with the SEC, as they become available, because these
documents contain or will contain important information. These materials and
other relevant materials (when they become available) and any other documents
filed by GM, Hughes or News Corporation with the SEC, may be obtained for free
at the SEC's website, www.sec.gov . In addition, the definitive materials
contain information about how to obtain transaction-related documents for free
from GM.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Materials included in this document contain 'forward-looking statements'
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that could cause actual results to be materially different
from historical results or from any future results expressed or implied by
such forward-looking statements. The factors that could cause actual results
of GM, Hughes and/or News Corporation to differ materially, many of which are
beyond the control of GM, Hughes or News Corporation include, but are not
limited to, the following: (1) the effects of legislative and regulatory
changes and (2) other risks described from time to time in periodic reports
filed by GM, Hughes or News Corporation with the SEC. Those other risks
relating to Hughes include, but are not limited to the performance of Hughes
satellites. You are urged to consider statements that include the words
'will,' 'expects,' or the negative of those words or other comparable words to
be uncertain and forward-looking. This cautionary statement applies to all
forward-looking statements included in this document.
SOURCE General Motors Corporation
-0- 12/22/2003 P
/NOTE TO EDITORS: For additional media information, visit
http://media.gm.com ./
/CONTACT: Jerry Dubrowski of General Motors Corporation, +1-212-418-6261;
or Bob Marsocci of Hughes Electronics, +1-310-726-4656/
/Web site: http://media.gm.com
http://www.gm.com /
(GM GMH NWS NWS.A)
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