News Corporation to acquire Heritage Media Corporation.
News Corporation will pay the equivalent of US$20.50 for each of the 38.6 million shares, on a fully diluted basis, of Heritage (total value US$754 million) through the issuance of News Corporation's preferred limited voting ordinary ADRs, which trade under the symbol NWS pr on the New York Stock Exchange. In addition, Heritage's outstanding indebtedness will be assumed (in the amount of approximately US$600 million as of December 31, 1996).
Heritage's marketing services company in the United States owns ACTMEDIA, Inc. and DIMAC Marketing Corporation. ACTMEDIA is a provider of in-store marketing products in supermarkets, drug stores, and mass merchandisers worldwide. DIMAC is a full service, vertically integrated direct marketing services company. Heritage also operates six network-affiliated television stations and 24 radio stations in seven major markets.
ACTMEDIA provides coverage in over 40,000 grocery, drug and mass merchandiser stores. ACTMEDIA operates in 28 different countries with core operations in the United States, Canada, Australia and New Zealand, and equity interests or license agreements in in-store marketing companies in Europe, Asia, South America, the Middle East and Africa.
News Corporation through its U.S. division, News America FSI, is a publisher of promotional free-standing inserts (FSI's) in the United States. Each week it produces more than 60 million inserts which are distributed in more than 600 Sunday newspapers throughout the country.
News Corporation also announced it intends to sell all of Heritage's radio and television broadcast properties.
Rupert Murdoch, Chairman and Chief Executive of News Corporation, said "Heritage's marketing services operations are a great complement to our existing FSI business. Moreover, this merger continues the strengthening of our various marketing opportunities to the benefit of advertisers who use all types of vehicles to get their message across to consumers whether it be through television, print or other marketing operations."
Heritage Chief Executive Officer David N. Walthall said, "We believe that this transaction is further evidence of the trend by many major media companies to broaden their participation within the approximately US$200 billion advertising and promotion industry."
The News Corporation Limited is one of the world's largest media companies with total assets as of December 31, 1996 of US$27.7 billion and total annual revenues of US$10 billion. News Corporation's diversified global operations in the United States, the United Kingdom, Australia, Latin America and the Pacific Basin include the production and distribution of motion pictures and television programming; television, satellite and cable broadcasting; the publication of newspapers, magazines, books and promotional free-standing inserts; the development of digital broadcasting; conditional access and subscription management systems; and providing computer information services.
CONTACT: James Platt
David N. Walthall
Heritage Media Corporation
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|Date:||Mar 17, 1997|
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