Re Agreement
News Corporation, General Motors and Hughes Electronics
Announce Filing of Preliminary Materials with the SEC
News Corporation and Hughes Also Announce Receipt of
Second Request under HSR Act
NEW YORK, June 6 -- News Corporation (NYSE: NWS, NWS.A),
General Motors Corp. and its subsidiary Hughes Electronics (NYSE: GM, GMH)
today announced that, in connection with the separation of Hughes from GM and
the acquisition by News Corporation of 34 percent of the common stock of
Hughes, they have filed preliminary materials with the Securities and Exchange
Commission, including a consent solicitation statement of General Motors, a
registration statement of Hughes and a registration statement of News
Corporation. These materials, however, are not yet final and will be amended.
In addition, News Corporation and Hughes announced that they have received
requests for additional information from the U.S. Department of Justice in
connection with the pending transaction. The companies intend to respond
promptly to the information requests and do not anticipate that compliance
with the requests will delay completion of the transaction, which is expected
by the end of calendar 2003 or, at the latest, in the first quarter of
calendar 2004. The request for additional information was issued under
notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended.
News Corporation is a diversified international media and entertainment
company with operations in seven industry segments: filmed entertainment;
television; cable network programming; magazines and inserts; newspapers; book
publishing; and other. The activities of News Corporation are conducted
principally in the United States, the United Kingdom, Italy, Australia and
Asia. For more information, please visit www.newscorp.com .
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 342,000 people around the world. More GM
information can be found at www.gm.com .
Hughes, a world-leading provider of digital television entertainment,
broadband satellite networks and services, and global video and data
broadcasting, is a unit of General Motors Corporation. The earnings of Hughes
are used to calculate the earnings attributable to the GM Class H stock.
In connection with the proposed transactions, on June 5, 2003, General
Motors Corporation ('GM'), Hughes Electronics Corporation ('Hughes') and The
News Corporation Limited ('News') filed preliminary materials with the
Securities and Exchange Commission ('SEC'), including a Preliminary Proxy
Statement of GM on Schedule 14-A, a Registration Statement of Hughes on Form
S-4 and a Registration Statement of News on Form F-4 that contain a consent
solicitation statement of GM, a prospectus of News and a prospectus of Hughes.
These materials are not yet final and will be amended. Investors and security
holders are urged to read the definitive versions of these materials, as well
as any other relevant documents filed or that will be filed with the SEC, as
they become available, because these documents contain or will contain
important information. The preliminary materials filed on June 5, 2003, the
definitive versions of these materials and other relevant materials (when they
become available) and any other documents filed by GM, Hughes or News with the
SEC, may be obtained for free at the SEC's website, www.sec.gov . GM
stockholders will also receive information at an appropriate time about how to
obtain transaction-related documents for free from GM, and News stockholders
may obtain these documents free of charge by directing such request to: News
America Incorporated, 1211 Avenue of the Americas, 7th Floor, New York, New
York 10036, attention: Investor Relations.
GM and its directors and executive officers and Hughes and certain of its
executive officers may be deemed to be participants in the solicitation of
proxies or consents from the holders of GM $1-2/3 par value common stock and
GM Class H common stock in connection with the proposed transactions.
Information about the directors and executive officers of GM and their
ownership of GM stock is set forth in the proxy statement for GM's 2003 annual
meeting of shareholders. Participants in GM's solicitation may also be deemed
to include those persons whose interests in GM or Hughes are not described in
the proxy statement for GM's 2003 annual meeting. Information regarding these
persons and their interests in GM and/or Hughes was filed pursuant to Rule 425
with the SEC by each of GM and Hughes on April 10, 2003. Investors may obtain
additional information regarding the interests of such participants by reading
the preliminary consent solicitation statement of GM / prospectus of Hughes /
prospectus of News filed with the SEC on June 5, 2003 and the definitive
consent solicitation statement of GM / prospectus of Hughes / prospectus of
News when it becomes available.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Materials included in this document contain 'forward-looking statements'
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that could cause actual results to be materially different
from historical results or from any future results expressed or implied by
such forward-looking statements. The factors that could cause actual results
of GM, Hughes and News to differ materially, many of which are beyond the
control of GM, Hughes or News, include, but are not limited to, the following:
(1) operating costs, customer loss and business disruption, including, without
limitation, difficulties in maintaining relationships with employees,
customers, clients or suppliers, may be greater than expected following the
transaction; (2) the regulatory approvals required for the transaction may not
be obtained on the terms expected or on the anticipated schedule; (3) the
effects of legislative and regulatory changes; (4) an inability to retain
necessary authorizations from the FCC; (5) an increase in competition from
cable as a result of digital cable or otherwise, direct broadcast satellite,
other satellite system operators, and other providers of subscription
television services; (6) the introduction of new technologies and competitors
into the subscription television business; (7) changes in labor, programming,
equipment and capital costs; (8) future acquisitions, strategic partnerships
and divestitures; (9) general business and economic conditions; and (10) other
risks described from time to time in periodic reports filed by GM, Hughes or
News with the SEC. You are urged to consider statements that include the
words 'may,' 'will,' 'would,' 'could,' 'should,' 'believes,' 'estimates,'
'projects,' 'potential,' 'expects,' 'plans,' 'anticipates,' 'intends,'
'continues,' 'forecast,' 'designed,' 'goal,' or the negative of those words or
other comparable words to be uncertain and forward-looking. This cautionary
statement applies to all forward-looking statements included in this document.
The copy of preliminary materials with the Securities and Exchange
Commission, including a consent solicitation statement of General Motors, a
registration statement of Hughes and a registration statement of News
Corporation will shortly be submitted to the UK Listing Authority and will be
available for inspection at the UK Listing Authority document viewing facility
which is situated at: Document Viewing Facility, UK Listing Authority, FSA 25
North Colonnade, Canary Wharf, London E14 5HS.
Michael D. Thompson
Jenner & Block, LLC
One IBM Plaza, Suite 4000
Chicago, IL 60611
Direct Line: (312)840-7498
Fax: (312)840-7598
SOURCE General Motors Corp.
-0- 06/06/2003 P
/CONTACT: Andrew Butcher of News Corporation, +1-212-852-7070; Richard
Dore of Hughes Electronics, +1-310-662-9670; or Jerry Dubrowski of General
Motors, +1-212-418-6261/
/Web site: http://media.gm.com
http://www.gm.com /
(GM NWS NWS.A GMH)