-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UORAVNksPldlrmlrJ3pG82KS2ix2QOliIiDMy768udSURrWX0cf3qqNVxThbd1MF otmsnjoiUa1BFCE68zAvQg== 0000950172-05-002963.txt : 20050908 0000950172-05-002963.hdr.sgml : 20050908 20050908165731 ACCESSION NUMBER: 0000950172-05-002963 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050908 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050908 DATE AS OF CHANGE: 20050908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWS CORP CENTRAL INDEX KEY: 0001308161 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 260075658 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32352 FILM NUMBER: 051075804 BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-852-7000 MAIL ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: NEWS CORPORATION, INC. DATE OF NAME CHANGE: 20041108 8-K 1 ny559497.txt CURRENT REPORT PURSUANT TO '34 ACT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 8, 2005 (September 8, 2005) NEWS CORPORATION - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 001-32352 26-0075658 - ------------------------------------ -------------------- --------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 1211 Avenue of the Americas New York, NY 10036 - ------------------------------------------------ -------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 212-852-7000 ---------------------------- - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events On September 8, 2005, News Corporation (the "Company") announced that its wholly owned subsidiaries, Fox Interactive Media, Inc. ("Fox Interactive") and Indigo Acquisition Corporation ("Merger Sub"), entered into an Agreement and Plan of Merger, dated as of September 7, 2005 (the "Merger Agreement"), with IGN Entertainment, Inc. ("IGN"), pursuant to which, on the terms and subject to the conditions of the Merger Agreement, Fox Interactive has agreed to acquire IGN for approximately $650 million in cash. The acquisition will be accomplished through the merger (the "Merger") of Merger Sub with and into IGN, with IGN as the surviving corporation. The Merger is subject to certain closing conditions, including the receipt of required regulatory approvals. Reference is hereby made to the joint press release regarding the Merger, which is attached as Exhibit 99.1 hereto, and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release, dated September 8, 2005, announcing the execution of the Merger Agreement SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. News Corporation By: /s/ Lawrence A. Jacobs ------------------------------------------------ Name: Lawrence A. Jacobs Title: Senior Executive Vice President and Group General Counsel Date: September 8, 2005 EXHIBIT INDEX Exhibit No. Document - ----------- -------- 99.1 Press Release, dated September 8, 2005, announcing the execution of the Merger Agreement EX-99 2 news_sep0805.txt EX 99.1 - PRESS RELEASE Exhibit 99.1 ------------ ________________________________________________________________________________ For Immediate Release News Corporation to Acquire IGN Entertainment, Inc. Acquisition Includes IGN's Popular GameWeb Properties, as well as Planet Network, Rotten Tomatoes and AskMen.com _______________________________________ New York, NY, September 8, 2005 - News Corporation announced today that it had signed a definitive agreement to acquire IGN Entertainment, Inc, a leading community-based Internet media and services company for video games and other forms of digital entertainment, for approximately $650 million in cash. IGN and its network of sites will become part of News Corporation's Fox Interactive Media unit. The acquisition of IGN underscores News Corporation's commitment to expand its internet presence by offering a deeper, richer online experience for its millions of passionate users. News Corporation previously announced, and is in the process of closing, its acquisitions of Intermix, with its highly popular MySpace.com web site, and leading college sports destination Scout Media, which will further enrich the Company's successful FOXSports.com. With the addition of IGN, Intermix and Scout Media to the existing Fox-branded sites, News Corporation's U.S. web traffic will increase to nearly 70 million unique monthly users and more than 12 billion page impressions per month, putting the Company in the top echelon of most trafficked sites on the Internet today. The combined sites will also provide a powerful cross-promotional opportunity for Fox's television and film content and enable the company to more efficiently introduce new products and services using its enhanced web presence. IGN's major video game-related properties include IGN.com, GameSpy, GameSpy Arena, FilePlanet, TeamXbox, 3D Gamers, Direct2Drive, GameStats.com and a number of web sites within the Vault and Planet networks. IGN also owns and operates two entertainment web properties focused on movie-related content, IGN FilmForce and Rotten Tomatoes, and a male lifestyle web site, AskMen.com. In addition, it provides technology for online game play in video games. Rupert Murdoch, News Corporation's Chairman and Chief Executive Officer, said: "With the acquisition of IGN and its 28 million unique users, we have gone a long way toward achieving two of our key strategic objectives in our efforts to become a leading and profitable internet presence. First, we have significantly enhanced our online reach, strengthening our position as the fifth most trafficked presence on the web. We also become the fourth largest network in terms of monthly page impressions. And second, we have furthered our strategy to leverage the unique competencies the company enjoys with its news, sports, and entertainment assets to create a leading internet destination. By acquiring IGN and its compelling sites, we now have top entertainment sites to go along with FOXSports.com, as well as our myriad news sites, headlined by FOXNews.com." Mark Jung, IGN Entertainment's Chief Executive Officer, commented: "We believe that Fox Interactive Media is an ideal fit with IGN Entertainment. With this combination, our users will enjoy access to a broad array of content and services covering video games, music, movies, sports and news, and our advertisers will benefit from enormous reach into a highly sought-after demographic. We are thrilled with this acquisition and can't wait to get started." The transaction is expected to close in the fourth quarter of calendar 2005. The transaction is subject to all applicable regulatory approvals. IGN's chief executive officer, Mark Jung, will continue in his role following the completion of the acquisition. Mr. Jung will report to Ross Levinsohn, President of Fox Interactive Media. ABOUT NEWS CORPORATION News Corporation (NYSE: NWS, NWS.A; ASX: NWS, NWSLV) had total assets as of June 30, 2005 of approximately US$55 billion and total annual revenues of approximately US$24 billion. 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. ABOUT FOX INTERACTIVE MEDIA Fox Interactive Media (FIM) manages the growing stable of interactive assets from all News Corp. divisions - including the highly trafficked, www.foxsports.com, www.foxnews.com and www.fox.com. FIM's mission is to create a robust broadband experience that will provide the ultimate home base for users' news, information, entertainment and community needs. The new division is also pursuing strategic investments to further enhance the Internet experience, such as the recently announced agreements to acquire Intermix, parent company of social networking leader, MySpace, Grab.com and Alena and the leading sports site Scout Media. ABOUT IGN ENTERTAINMENT IGN Entertainment is a leading Internet media and services company focused on the video game and entertainment enthusiast markets, attracting more than 28 million unique monthly users. The company's network of videogame-related properties (IGN.com, GameSpy, FilePlanet, TeamXbox, Direct2Drive and others), is the web's number one video game information destination and attracts one of the largest concentrated audiences of young males on the Internet. IGN also owns and operates the popular movie-related website, Rotten Tomatoes and one of the leading male lifestyle websites, AskMen.com. In addition, IGN provides technology for online game play in video games. The company is headquartered in the San Francisco Bay Area, with offices throughout the U.S. IGN Entertainment, IGN.com, GameSpy, AskMen.com, Rotten Tomatoes, FilePlanet, TeamXbox, 3D Gamers, Direct2Drive, GameStats.com and IGN FilmForce are trademarks of IGN Entertainment, Inc. Contacts: Teri Everett 310-369-2929 Investors - Reed Nolte 212-852-7092 -----END PRIVACY-ENHANCED MESSAGE-----