
N E W Y O R K, Aug. 14
Rupert Murdochs media empire News Corp. said today it struck a deal to acquire TV station owner Chris-Craft Industries and its subsidiaries for about $5.35 billion in cash and stock, expanding its television empire in the United States.
Although the deal was unlikely to break down over antitrust
issues, News Corp. may have to sell or swap stations in cities
where it would own two, industry sources said on Sunday.
News Corp., which is controlled by Murdoch, owns the Fox
television network and 22 U.S. television stations, while
Chris-Craft owns 10 television stations.
Under the agreement, News Corp. said in a statement that it will pay $2.13 billion in cash and 73 million American Depositary Shares (ADRs), representing 292 million News Corp. preferred shares for Chris-Craft and its BHC Communications and United Television subsidiaries.
Each Chris-Craft stockholder will receive $34 in cash and 1.1591 News Corp.
ADR or, and under certain guidelines, may opt to receive $85 in cash or 1.9318 in preferred ADRs, News Corp. said.
Fox Entertainment Group, a majority-owned News Corp. subsidiary, will operate the stations under its Fox Television Stations unit, the statement from News Corp. said.. To do so, Fox Entertainment will issue 122.2 million of its shares to News Corp., which will increase News Corp.s stake in Fox Entertainment Group to 85.25 percent from 82.76 percent.
New York-based Chris-Craft has an 80 percent stake in BHC,
which operates six very-high-frequency television stations and
four ultra-high-frequency television stations. BHC has a 58
percent stake in United Television.
Strategically Brilliant
Chris-Craft earlier this year sold its 50 percent stake in
the UPN television network to Viacom, which owns the other half.
News Corp. outbid media rival Viacom Inc., which abruptly
announced on Friday it had ended takeover talks with
Chris-Craft, sending Chris-Craft shares down 8, or about 11
percent, to close at 62.
Its strategically brilliant, Merrill Lynch analyst
Jessica Reif-Cohen said of the News Corp. deal on Sunday. Its
a great fit, she said, describing Chris-Craft as beachfront
property.
Its very, very positive. It will strengthen Fox
considerably in television, she said.
With the acquisition of Chris-Craft, News Corp would own two
stations in New York, Los Angeles, Phoenix and Salt Lake City.
In New York, News Corp. already owns WNYW and would acquire WWOR,
a UPN affiliate as well.
Obviously, they wont be allowed to keep it all,
Reif-Cohen said. My guess is they will try to swap some of the
stations if they can.
Until last year, the Federal Communications Commission (FCC)
did not permit the ownership of two stations in a single market,
according to a New York Times report on Saturday.
The FCC still limits station groups to ownership of stations
that cover no more than 35 percent of the nations households,
the newspaper said.
The FCC allows dual ownership in cities where there are a
sufficient number of media voices, which include all radio
and television stations, large daily newspapers and cable
systems, the New York Times said.
Television stations are looked at in local markets, said
Steve Sunshine, an antitrust lawyer with Shearman and Sterling
and former head of merger enforcement for the U.S. Department of
Justice.
The number of stations a company has across the country
isnt really all that relevant, he said.
News Corp. said it expects the deal to immediately add to earnings and be completed by the fiscal year ending June 30, 2001.
Picture Gets Cloudy for UPN
Just one month ago, the outlook for UPN seemed a
lot better. The 5-year-old network, while still struggling to
achieve profitability, had pulled out of a ratings slump, chalked
up gains in ad sales and announced a new name and logo to highlight
its association with the Paramount entertainment brand.
Corporate parent Viacom, which already owns CBS and had
recently taken full control of UPN, was lobbying federal regulators
to ease regulations barring one company from owning two networks.
But now that News Corp. has outbid Viacom in
acquiring Chris-Craft Industries, the owner of eight major
UPN-affiliated stations, the future of the fledgling network is far
more cloudy.
While UPN is affiliated with more than 100 stations, the eight
being sold to News Corp. owner of the rival Fox network cover
some of the biggest cities in the country. If all eight drop UPN,
it would cut the networks national reach from an average of 87
percent to 67 percent and leave it out of the crucial markets of
Los Angeles and New York.
Peter Chernin, the president of News Corp., made it clear in a
conference call with investors that the company had little interest
in the future of UPN or whether the Chris-Craft stations remained
affiliated with the network.
News Corp.s main motive for buying the stations is to take
advantage of recently relaxed federal rules allowing one company to
own two stations in the same city, which allows for major cost
savings in combining sales forces, news and programming operations.
News Corp. already has a profitable two-station combo in Dallas.
News Corp. will have to dispose of several stations in order to
comply with a cap on total station ownership, but chief finance
officer David DeVoe said the
company hoped to use station swaps with other companies to achieve
at least five other two-station arrangements, known in the
broadcasting industry as duopolies.
The Associated Press
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