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The new Fox Corp. has added former Speaker of the House Paul Ryan, and long-time Rupert Murdoch ally and Formula 1 chairman and CEO Chase Carey, to its board and adopted a temporary “poison pill” against hostile takeover attempts.
The slimmed-down Fox, separated early Tuesday from the Fox entertainment assets that Walt Disney is expected to take over just after midnight Wednesday ET, also added to its board Anne Dias, founder of Aragon Global Holdings, an investment fund focused on global media, technology and telecommunications companies; and Roland Hernandez, the founding principal and CEO of Hernandez Media Ventures.
The new board members join previously announced members Rupert Murdoch, Lachlan Murdoch and Jacques Nasser.
Ryan in 2012 was selected as former Gov. Mitt Romney’s Republican vice-presidential nominee. He then served as the 54th speaker of the U.S. House of Representatives from 2015 to 2019, “in which capacity he spearheaded efforts to revise the federal tax code, rebuild the national defense, expand domestic energy production, combat the opioid epidemic, and reform the criminal justice system,” Fox said.
Said Lachlan Murdoch, Fox chairman and CEO: “We are thrilled to welcome our new colleagues to the Fox board. We look forward to working with and being guided by them as we begin a new chapter, steadfastly committed to providing the best in news, sports and entertainment programming.”
Fox also said Tuesday that its board has approved the adoption of a temporary stockholder rights agreement, or a so-called “poison pill,” that is currently set to expire following the next annual meeting of stockholders, that would kick in “if a person or group obtains beneficial ownership of 15 percent or more of the Class B common stock outstanding, or 15 percent or more of the common stock outstanding.” Such provisions are usually adopted against hostile takeover bids.
The poison pill is “intended to protect the stockholders of the company…from actions that the board of directors determines are not in the best interest of the company’s stockholders,” Fox said. “The agreement is not intended to interfere with any merger, tender or exchange offer, share acquisition or other business combination transaction approved in advance by the board of directors, and the agreement does not prevent the board of directors from considering any offer that it considers to be in the best interest of the company’s stockholders.”
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