Summary Notice of Pendency of Derivative Action, Proposed Settlement of Derivative Action, Settlement Hearing and Right to Appear

NEW YORK, Dec. 5, 2017 /PRNewswire/ -- The following is being released by Twenty-First Century Fox, Inc. pursuant to an Order of the Court of Chancery of the State of Delaware:

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

CITY OF MONROE EMPLOYEES' RETIREMENT SYSTEM, derivatively on behalf of TWENTY-FIRST CENTURY FOX, INC.,
Plaintiff,

v.

RUPERT MURDOCH, LACHLAN MURDOCH, JAMES MURDOCH, CHARLES G. CAREY, DAVID F. DEVOE, RODERICK I. EDDINGTON, ROGER S. SILBERMAN, JACQUES A. NASSER, JAMES W. BREYER, JEFFREY W. UBBEN, VIET DINH, DELPHINE ARNAULT, TIDJANE THIAME, AND THE ESTATE OF ROGER AILES,
DEFENDANTS,

and

TWENTY-FIRST CENTURY FOX, INC.,
Nominal Defendant.

C.A. No.  2017-0833-AGB

SUMMARY NOTICE OF PENDENCY OF DERIVATIVE ACTION, PROPOSED SETTLEMENT OF DERIVATIVE ACTION, SETTLEMENT HEARING AND RIGHT TO APPEAR

TO:   ALL RECORD AND BENEFICIAL HOLDERS OF THE COMMON STOCK OF TWENTY-FIRST CENTURY FOX, INC. ("FOX" OR THE "COMPANY") AS OF THE CLOSE OF BUSINESS ON NOVEMBER 20, 2017.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.
YOUR RIGHTS WILL BE AFFECTED BY THE ACTION.

YOU ARE HEREBY NOTIFIED, pursuant to Rule 23.1 of the Delaware Court of Chancery and a Scheduling Order of the Court of Chancery of the State of Delaware (the "Court"), of the pendency of the above-captioned stockholder derivative action (the "Action"), which was brought by plaintiff City of Monroe Employees' Retirement System ("Plaintiff") on behalf of and for the benefit of the Company.

YOU ARE ALSO NOTIFIED that the Parties have reached a proposed settlement of the Action (the "Settlement"), subject to Court approval, as provided in the Stipulation and Agreement of Settlement, Compromise, and Release, dated as of November 20, 2017 (the "Stipulation").  Pursuant to the Stipulation, as consideration for the Settlement, the Director and Officer Defendants and the Ailes Estate will cause their insurers to make a payment of $90 million in cash, less the amount of any attorneys' fees and expenses awarded by the Court to Plaintiffs' Counsel, to the Company, and the Company shall implement the corporate and compliance enhancements set forth in Exhibit A to the Stipulation. 

A more detailed description of the Settlement terms, as well as a description of the history of the Action and an explanation of stockholders' legal rights with respect to the Settlement, is provided in the full Notice of Pendency of Derivative Action, Proposed Settlement of Derivative Action, Settlement Hearing, and Right to Appear (the "Notice").  Each of the Notice and the Stipulation has been filed as an exhibit to a Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on November 30, 2017, and the Notice and Stipulation are available for review in the "Governance" section of the Company's website, www.21cf.com.     

A hearing will be held before the Court on February 9, 2018, at 2:00 p.m., in the Delaware Court of Chancery, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801 (the "Settlement Hearing").  At the Settlement Hearing, the Court will, among other things: (a) determine whether the Settlement should be approved by the Court as fair, reasonable, adequate, and in the best interests of the Company and its stockholders; (b) determine whether the Court should enter a Final Order and Judgment, substantially in the form attached as Exhibit E to the Stipulation, dismissing the Action with prejudice, and settling, releasing, and enjoining prosecution of any and all Released Plaintiff's Claims (as defined in the Stipulation) against the Released Defendants' Parties (as defined in the Stipulation); (c) consider the application by Co-Lead Counsel for an award of attorneys' fees and litigation expenses; (d) hear and determine any objections to the Settlement or Co-Lead Counsel's fee and expense application; and (e) rule on such other matters as the Court may deem appropriate.  Stockholders do not need to attend the Settlement Hearing.

Any objections to the proposed Settlement or Co-Lead Counsel's fee and expense application must be filed with the Court and delivered to Co-Lead Counsel and Defendants' counsel such that they are received no later than January 26, 2018, in accordance with the instructions set forth in the Notice.

Please Note:  Because the Action was brought as a derivative action, which means that it was brought on behalf of and for the benefit of the Company, the benefits from the Settlement will go to the Company.  Individual Fox stockholders will not receive any direct payment from the Settlement.  Also, please note that there is no proof of claim form for stockholders to submit in connection with this Settlement, and stockholders are not required to take any action in response to this notice.

DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE REGISTER IN CHANCERY REGARDING THIS NOTICE.

All questions regarding this notice and the Settlement should be made to Co-Lead Counsel:

Dated: November 30, 2017
By Order of the Court

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SOURCE Twenty-First Century Fox, Inc.

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