News Corporation Successfully Completes Exchange Offer for Fox

    Business Editors/Media Writers

    NEW YORK--(BUSINESS WIRE)--March 21, 2005--News Corporation (NYSE: NWS, NWS.A; ASX: NWS, NWSLV) announced today that it has successfully completed its previously announced exchange offer for Fox Entertainment Group, Inc.'s Class A common stock (NYSE: FOX) that News Corporation did not already own.
    The exchange agent for the offer has advised News Corporation that a total of 414,889,385 shares of Fox Class A common stock have been tendered in the exchange offer (including 5,252,826 shares subject to guarantees of delivery), which expired at 12:00 Midnight, New York City time, on March 18, 2005, and that all such shares have been accepted for exchange. After giving effect to the acquisition of shares tendered (including shares subject to guarantees of delivery), and taking into account shares already owned by News Corporation or its subsidiaries, News Corporation indirectly owns approximately 98.8 percent of the outstanding equity of Fox.
    News Corporation expects to complete a short-form merger of Fox Acquisition Corp., a wholly owned subsidiary of News Corporation, with Fox shortly. In this merger, each remaining share of Fox Class A common stock, other than those owned by News Corporation or its subsidiaries, will be converted into 2.04 shares of News Corporation Class A common stock, subject to the rights of Fox's remaining stockholders to seek appraisal under Delaware law.

    WHERE TO FIND ADDITIONAL INFORMATION

    In connection with the offer by Fox Acquisition Corp. (a wholly owned subsidiary of News Corporation) of shares of News Corporation Class A common stock in exchange for shares of Fox Class A common stock (the "Exchange Offer"), News Corporation has filed with the SEC a Registration Statement on Form S-4 containing a prospectus relating to the Exchange Offer and a Schedule TO. FOX STOCKHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THESE DOCUMENTS (AND ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE) BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT NEWS CORPORATION, FOX, FOX ACQUISITION CORP. AND THE EXCHANGE OFFER. Materials filed with the SEC will be available electronically without charge at the SEC's website, www.sec.gov. Documents filed with the SEC may be obtained without charge at News Corporation's website, www.newscorp.com, or by directing a request to News Corporation's investor relations department at News Corporation, Investor Relations, 1211 Avenue of the Americas, New York, NY 10036.
    In addition, Fox stockholders may obtain free copies of the documents filed with the SEC by directing a written or oral request to the information agent for the Exchange Offer, Georgeson Shareholder Communications, Inc., collect at (212) 440-9800 or toll-free at (866) 873-6991.
    News Corporation had total assets as of Dec. 31, 2004 of approximately US$53 billion and total annual revenues of approximately US$22 billion. News Corporation is a diversified international media and entertainment company with operations in eight industry segments: filmed entertainment; television; cable network programming; direct broadcast satellite television; magazines and inserts; newspapers; book publishing; and other. The activities of News Corporation are conducted principally in the United States, Continental Europe, the United Kingdom, Australia, Asia and the Pacific Basin.
    This communication shall not constitute an offer to sell or the solicitation of 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 an appropriate prospectus.

    FORWARD-LOOKING STATEMENTS

    This communication contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results or developments may differ materially from those in the forward-looking statements as a result of various factors, including financial community and rating agency perceptions of the company and its business, operations, financial condition and the industry in which it operates and the factors described in the company's filings with the Securities and Exchange Commission, including the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein. The company disclaims any obligation to update the forward-looking statements contained herein.

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CONTACT: News Corporation Media: Andrew Butcher, 212-852-7070 Investors: Reed Nolte, 212-852-7092

KEYWORD: NEW YORK DELAWARE AUSTRALIA INTERNATIONAL ASIA PACIFIC INDUSTRY KEYWORD: PUBLISHING ADVERTISING/MARKETING BANKING TELEVISION/RADIO CABLE MARKETING AGREEMENTS SOURCE: News Corporation

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