By the Stipulation Of Dismissal Pursuant To FRCP 41(a)(1)(ii), entered on April 13, 2005, the federal action has become moot by virtue of a settlement of a similar action in the Delaware Court of Chancery, In Re Fox Entertainment Group, Inc. Shareholders Litigation, Consolidated C.A. No. 1033-N. The federal action is dismissed without prejudice and without costs to either party.
The complaint alleges that throughout the Class Period, Defendants violated Section 14(e) of the Exchange Act of 1934. The complaint states that the registration statement that Defendant News Corp. has filed with the Securities and Exchange Commission in connection with its offer to acquire the remaining Fox Class A shares that it does not already own (the "Offer") is materially misleading and incomplete by its omission of the following information: (a) the nature and extent of the conflicts of interest suffered by the members of the special committee, (b) how News Corp. arrived at the exchange ratio in the Offer and its determination that the Offer represents "full and fair value for the Fox shareholders," (c) the analyses performed by News Corp.'s financial advisors and the information relied upon by those advisors in rendering any fairness opinions concerning the offer, (d) financial projections (and the assumptions underlying those projections) for News Corp. prepared by News Corp.'s management, and (e) financial projections (and the assumptions underlying those projections)for Fox prepared by News Corp. and/or Fox management.
Approximately 17 purported class action complaints were filed in January 2005 at the Court of Chancery of the State of Delaware challenging the FEG Offer.