News Corp entrenches ‘poison pill’, a smack in the face to shareholders

Talk about frenetic. The past week has marked a frenzy of major decision-making by the Murdoch men and the directors who support them.

If the Foxtel deal with Ten Network Holdings and succession confirmation at 21st Century Fox weren’t enough, overnight we got a 72-page SEC filing from News Corp, which angered shareholders by extending the poison pill for three years until June 2018, but delighted others with news that a 10-cent-per-share semi-annual dividend would be introduced. This helped drive News Corp shares 44 cents higher to $18.28 in morning trade, although the overall market was stronger.

A poison pill can use a variety of means to make it difficult for a hostile party to acquire a controlling stake in a company. In News’ case, it increases the number of shares in the company, diluting the size of the stake held by any interloper. That will be done by allowing existing News Corp investors to buy new shares at a discount of 15%, if the voting shares are bought by someone not approved by the Murdoch-controlled board.

If that weren’t enough excitement, News Corp also sent its Australian CEO, Julian Clarke, back into retirement, poached APN boss Michael Miller to return as News Corp Australia executive chairman but retained chief operating officer Peter Tonagh by giving him the title of CEO.

The Miller arrangement is quite extraordinary. News Corp didn’t bother to inform the ASX, and APN has announced that Miller can remain in the job for another three months, even though he has agreed to return to the bosom of the family, which controls its biggest competitors.

In any other situation like this, a disloyal departing CEO would be frog-marched out, but governance and power questions always seem different when the Murdochs are involved.

All these promoted Australians will sit under global News Corp CEO Robert Thomson, who also stepped into the frenzy with a plan to put the cleaners through The Wall Street Journal with up to 100 jobs to be cut.

Rupert and Lachlan Murdoch still sit at the top of the News Corp tree as co-chairs, but these moves in Australia clear the way for Lachlan to move to Los Angeles and jointly focus on Fox with his brother, James.

If all that weren’t enough, change appears to be coming in the UK with reports this week that the head of News UK Mike Darcey is heading back to Sky later this year, raising suggestions that the notorious Rebekah Brooks, the former CEO, could get her old job back.

The flurry of activity has numerous controversial elements, but the most deplorable is the extension of the undemocratic poison pill for three years.

This device would be illegal in Australia, but the ASX tolerates it because News Corp’s primary listing is in the US, where governance standards are much lower.

The move comes just nine months after the Murdochs faced their biggest ever shareholder revolt when a resolution to unwind the dual-class voting gerrymander was supported by 47.5% of voted shares.

Like most long-serving dictators, News Corp defended the extension of the poison pill on the grounds that it entrenches the Murdochs and provides stability to carry out its strategic plan.

The poison pill was first adopted by the old News Corp in 2004 just days after it shifted domicile from Australia to Delaware because US cable magnate John Malone used heavy index fund selling to opportunistically amass an 18% voting stake.

It was unwound after a class action led by Australian super funds and a value-destroying peace deal with Malone which resulted in News Corp’s DirecTV jewel in the crown given up in exchange for buying back Malone’s voting stake. DirecTV is today capitalised at US$46 billion, so the opportunity cost of keeping Murdoch-family control has cost News Corp shareholders close to $10 billion.

This article was originally published on Crikey.