Irenic Capital to Support Elimination of News Corp’s Dual-Class Share Structure

Intends to Vote in Favor of Starboard’s Proposal to Collapse the Dual-Class Share Structure Because One Share Should Equal One Vote

Believes Holders of News Corp’s High-Vote Class B Shares Should Receive a Substantial Premium Consistent with Recent Similar Reclassifications

Will Vote For Management Directors; Believes News Corp Management Will Take Concrete Actions to Unlock Shareholder Value

NEW YORK--(BUSINESS WIRE)--Irenic Capital Management, L.P. today announced that it has sent the below letter to the Board of Directors of News Corporation (NASDAQ: NWSA, NWS):

November 5, 2024

News Corporation
1211 Avenue of the Americas
New York, NY 10036

Dear Members of the Board of Directors,

We are writing on behalf of Irenic Capital Management, L.P. (together with its affiliates, “Irenic” or “we”). Irenic is one of the largest unaffiliated shareholders of News Corporation (“News Corp” or the “Company”).

We write for three reasons:

• First, Irenic intends to vote in favor of Starboard Value LP’s (“Starboard”) proposal to recommend the News Corp Board of Directors (the “Board”) eliminate the Company’s dual-class share structure. We agree with Starboard that such structures are outmoded and run afoul of fundamental corporate governance principles and are destructive of market value. One share should equal one vote.

• Second, while we support Starboard’s proposal, we believe that when a dual-class share structure has been in-place for a long period of time, as it has been at News Corp, the high-vote stockholders should receive consideration for converting to a best-in-class corporate governance structure that benefits all stockholders. Paying a premium to high-vote stockholders is consistent with recent reclassifications:

• In Constellation Brands, Inc. (2022) high-vote shareholders were paid a 26.5% premium.
• In Forest City (2016) high-vote shareholders were paid a 31.0% premium.
• In Hubbell Incorporated (2015) high-vote shareholders were paid a 28.3% premium.

• We believe paying a substantial premium for the News Corp Class B Common Stock to convert to a single-share structure is appropriate – and encourage the Board and Starboard to work cooperatively to arrive at a fair value.

• Third, our support for collapsing the dual-class share structure is not a reflection of our displeasure with management’s efforts to unlock value at News Corp. While this process has taken longer than most similar processes, we do believe management is working earnestly to take concrete actions that will unlock immediate value and position News Corp’s excellent, but separate, franchises, Dow Jones and REA, for long-term success.

Thank you for your consideration.

Adam Katz	Andy Dodge	Krishna Korupolu
Co-Founder, CIO	Co-Founder, Director of Research	Senior Analyst

About Irenic

Irenic Capital Management, LP is an investment management firm founded by Adam Katz and Andy Dodge. Based in New York City, Irenic works collaboratively with publicly traded companies to ensure operating activities, capital deployment and management incentives are all aligned to create value for the company and its owners. For more information about Irenic, please visit www.irenicmgmt.com.