Statement re GM-Hughes Transactions
GM, Hughes and News Corporation Complete Hughes Transactions
NEW YORK, Dec. 23 -- General Motors Corp. (NYSE: GM), Hughes
Electronics (NYSE: HS), and The News Corporation Ltd. (NYSE: NWS, NWS.A)
announced today that they have successfully completed the split-off of Hughes
from GM and the acquisition by News Corporation of 34 percent of the
outstanding common stock of Hughes.
In the transactions, GM split-off Hughes by distributing Hughes common
stock to the holders of GM Class H common stock in exchange for the shares
that they own. Simultaneously, GM sold its 19.8 percent economic interest in
Hughes to News Corporation in exchange for cash and News Corporation Preferred
American Depositary Shares (Preferred ADSs). News Corporation then acquired
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 ADSs.
GM sold 80 percent of its 19.8 percent retained economic interest in
Hughes to News Corporation for a total of approximately $3.1 billion in cash.
GM sold the remaining 20 percent of its retained economic interest in Hughes
to News Corporation for approximately 28.6 million News Corporation Preferred
ADSs, which was determined using an exchange ratio of 0.52083 News Corporation
Preferred ADSs for each share of Hughes common stock, as per the agreements
among GM, Hughes and News Corporation.
Immediately prior to the close of the Hughes transaction, there were
1,109,270,842 shares of GM Class H common stock outstanding. As a result of
the transactions, GM Class H common stockholders received about 0.8232 shares
of Hughes common stock and about 0.0921 News Corporation Preferred ADSs for
each share of GM Class H common stock held immediately prior to the closing of
the transaction.
After completion of the transactions, News Corporation transferred its
entire 34 percent interest in Hughes to Fox Entertainment Group, Inc. (NYSE:
FOX) in exchange for two promissory notes totaling $4.5 billion and
approximately 74.5 million shares of Class A common stock of Fox Entertainment
Group valued at $27.99 per share. As a result of the transfer, News
Corporation's equity interest in Fox Entertainment Group increased to
approximately 82.0 percent from approximately 80.6 percent while its voting
power remained at approximately 97 percent.
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.
News Corporation is a diversified international media and entertainment
company with operations in eight industry segments: filmed entertainment;
television; cable network programming; direct broadcast satellite television;
magazines and inserts; newspapers; book publishing; and other. The activities
of News Corporation are conducted principally in the United States,
Continental Europe, the United Kingdom, Australia, Asia and the Pacific Basin.
Fox Entertainment Group, Inc., 82 percent owned by The News Corporation
Ltd., is principally engaged in the development, production and worldwide
distribution of feature films and television programs, television broadcasting
and cable network programming. Fox has total assets as of September 30, 2003
of approximately $24 billion and total annual revenues of approximately $11
billion. The company's studios, production facilities and film and television
library provide high-quality creative content, and the company's broadcasting
and cable networks provide extensive distribution platforms for the company's
programs.
SOURCE General Motors Corporation
-0- 12/23/2003 P
/NOTE TO EDITORS: For additional media information, visit
http://media.gm.com ./
/CONTACT: Jerry Dubrowski of General Motors, +1-212-418-6261, Mobile:
+1-917-544-4885; Bob Marsocci of Hughes Electronics, +1-310-726-4656; Nicholas
Weinstock of News Corporation, +1-212-852-7157/
/Web site: http://media.gm.com
http://www.gm.com /
(GM HS NWS NWS.A FOX)
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