Sun, Oct 22, 2006 - Page 11 News List

Murdoch wins crucial round against Malone

LEVERAGE The approval of a poison pill prevents John Malone from raising his stake in News Corp until October 2008 without approval, taking pressure off Rupert Murdoch

NY TIMES NEWS SERVICE , NEW YORK

Rupert Murdoch won a crucial round on Friday in his continuing joust with John Malone when shareholders of News Corp approved a poison pill takeover defense that will help Murdoch keep his rival at bay.

The vote could also improve Murdoch's leverage in talks over sending News Corp's controlling stake in DirecTV, the satellite television service, to Malone's Liberty Media Corp in exchange for Liberty's 19 percent holding of News Corp's voting shares.

If the poison pill had been struck down, it would have increased the chances that Malone could eventually seize control of News Corp, something Murdoch strongly opposes because he plans to eventually pass control of his company to his children.

Murdoch said a deal for DirecTV might be near, but he had the posture of a man with time on his hands.

"We're not in any rush and hurry at all," he said after the meeting.

The pill, which was instituted last year over the objections of some shareholders, effectively prevents Malone from increasing his stake in News Corp until October 2008 without board approval.

While the takeover defense relieves some pressure on Murdoch, his associates have said he still wants to remove the long-term threat of Malone seizing control. The billionaire moguls, who were once partners, have been at odds since Malone emerged two years ago as the owner of the large voting stake in Murdoch's media company.

He then began agitating for Murdoch to swap him News Corp assets for those shares, a move that would offer Malone several benefits. If Malone sold the shares, he would have to pay tax on the proceeds, but if he took on assets he would not. A swap would also further his ambition of being more business operator than passive investor.

Under terms of a deal being discussed by the two men for the last several weeks, Malone would swap his shares in News Corp for its 38 percent stake in DirecTV and some smaller assets. Without mentioning DirecTV by name, Murdoch said any deal would be put to a shareholder vote.

"If Liberty is to be believed, we are on track for a pretty quick resolution," he said.

Gregory Maffei, chief executive of Liberty Media, declined to comment on Murdoch's characterization of the talks. Liberty voted its 19 percent stake against the poison pill and abstained from voting on the re-election of five News Corp directors, including Murdoch's son Lachlan.

Maffei pointed out that without the votes of Liberty and the Murdoch family, which holds a 30 percent stake, the poison pill would not have passed muster with the remaining shareholders who voted. "We find it interesting," Maffei said, that so many shareholders "thought we should have the flexibility to increase our stake."

A News Corp spokesman agreed with Maffei's math, but pointed out that Murdoch had built the company and so his vote was germane.

Including both parties' stakes, 57.24 percent of the shares voted were cast for giving the board the right to continue the plan for three more years, and 42.76 percent of the shares voted were cast against.

Despite Murdoch's suggestion of a quick resolution, the two sides have appeared close before and talks have fallen apart. One person briefed on the negotiations said a sticking point was DirecTV's share price; it has been rising since news of the talks were reported last month, making the deal more expensive for Malone.

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