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News Corp. offering Fox stockholders 3rd chance

Hearing skedded for March 1

Rupert Murdoch’s News Corp. Monday extended until March 4 its offer to buy the 18% of Fox Entertainment Group shares it doesn’t own after a court set a hearing to consider blocking the transaction.

The hearing has been scheduled in Delaware Chancery Court for March 1 to consider Fox shareholders’ request to temporarily delay the offer, News Corp. said in a statement. News Corp.’s earlier Feb. 22 deadline was an extension of an initial date.

A committee of independent Fox directors is reviewing the offer, valued at about $5.86 billion. Murdoch probably anticipated legal challenges and left room in the offer price for an increase, said News Corp. investor Paul Kagan, president of Kagan Capital Management in Carmel, Calif.

“Most stockholders don’t like to think it’s a take-it-or-leave-it deal,” Kagan said in an interview. He declined to say how many News Corp. shares he holds. “Most deals we see like this are sweetened.”

Some shareholders have sued, contending that Murdoch’s offer to exchange 1.9 shares of News Corp. for each share of Fox is too low.

The Fox independent directors panel, composed of Christos Cotsakos and Peter Powers, on Jan. 25 said in a filing with the Securities and Exchange Commission that it needed more time to complete the review.

News Corp. spokesman Andrew Butcher declined to comment.

Powers didn’t immediately return a telephone message seeking comment. A telephone call to Pennington Ventures in Palm Beach Gardens, Fla., where Cotsakos is a managing partner, wasn’t answered.

News Corp.’s Class A nonvoting shares fell 4¢ to $17.01 Monday. They have increased about 5.9% in the past 12 months. Fox shares rose 6¢ to $34.11 and have gained about 16% in the past 12 months.

About 1.1 million of the 427 million Fox shares outstanding had been tendered by 5 p.m. ETMonday, News Corp. said. The company expected the “vast majority” of the shares would have been tendered by the final days before the original deadline, the statement said.

Separate Fox shares became unnecessary when News Corp. moved its headquarters to New York from Sydney in November, the company said when the offer for Fox shares was made on Jan. 10.

Fox, whose assets include the Fox News Channel and 20th Century Fox film studio, accounts for about 75% of News Corp.’s revenue.

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