The offering will be made in accordance with Rule 144A under the Securities Act of 1933.

It is contemplated that the LYONs will have a term of 20 years and be exchangeable, at the option of the holder at any time, into News Corp.’s Preferred Limited Voting Ordinary Shares or Preferred ADSs. News Corp. may elect to pay cash in lieu of such securities at its option. News America expects to use the net proceeds from the sale of the LYONs to repay indebtedness and for general corporate purposes.

News America also announced today that it intends to redeem its LYONs due 2013. News America intends to honor any exchange prior to redemption with News Corp. securities rather than cash.

The offering of the LYONs has not been registered under the Securities Act, and the LYONs may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from registration.