Institutional investors including the $20 billion Connecticut Retirement Plans and Trust Funds, Hartford, and €168 billion ($204.69 billion) Stichting Pensioenfonds ABP, Heerlen, the Netherlands, sued News Corp., Chairman and CEO K. Rupert Murdoch and other company officials. They are asking the Delaware Chancery Court to bar the company from extending its poison pill anti-takeover measure.
The company's board promised to drop its poison pill after a year in exchange for shareholder consent for its reincorporation to Delaware from Australia, which became effective Nov. 12, 2004, according to the lawsuit. But News Corp. officials announced Aug. 11 that they would extend the poison pill provision for two more years as of Nov. 8, without a shareholder vote, the suit states.
"This case is about a promise broken — plain and simple," said Stuart Grant, attorney with Grant & Eisenhofer, which is representing the shareholder group.
The $64 million Clinton Township (Mich.) Police and Fire Retirement System was among the group filing the suit. European-based plaintiffs are: Britel Fund Nominees and Hermes Assured Ltd., two funds managed by Hermes Investment Management Ltd., which manages $83 billion and is owned by the British Telecommunications PLC pension fund; and the $35 billion Universities Superannuation Scheme.
Australian plaintiffs include the $15 billion UniSuper Ltd., a fund for 37 universities and more than 150 other employers in higher education and research; the $6 billion Public Sector Superannuation Scheme Board; the $5.6 billion Commonwealth Superannuation Scheme Board; and the $7.1 billion H.E.S.T. Australia Ltd., a fund for health and community services employees.
"The company reviewed the complaint and believes its is baseless, frivolous and without merit," said a company spokeswoman, who said company officials would have no further comment.