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News Corp and Telstra today announced they have signed definitive agreements to combine Foxtel and FOX SPORTS Australia, which will deliver premium and innovative content to Australians with ever greater quality, variety and efficiency.

The key commercial arrangements include:

News Corp will have 65 per cent shareholding in the combined entity and Telstra will have 35 per cent.
News Corp will appoint four directors (including the Chairman) to the combined entity’s board and the senior executives, and Telstra will appoint two directors.
News Corp will consolidate the combined entity into its financial statements
The combined company will provide Australian viewers with the best possible experiences by:

Putting greater emphasis on live streaming products and an expanded library, including Australian written, produced and directed programming;
Delivering new and creative products and packages across devices and platforms, with investment in exclusive content and technology, including a focus on high quality FOX SPORTS Australia productions;
Expanding distribution channels for Foxtel and FOX SPORTS Australia products, along with developing greater operating efficiencies across the combined businesses; and
Levering the benefits of the assets and experience of News Corp in Australia and around the world.
News Corp Chief Executive Robert Thomson said: “The launch of the combined company will mark the dawn of a new era for our Australian business, and Foxtel and FOX SPORTS Australia will together be a formidable force. We will be able to use our powerful media platforms to promote the unique sports and entertainment assets in the two companies, and improve services for consumers and advertisers. Patrick Delany and his talented team will be absolutely focused on serving viewers compelling, contemporary Australian content and superlative sports coverage on personalized platforms.” Mr Delany will be Chief Executive Officer of the combined company.

Telstra CEO Andy Penn said the combination of Foxtel and FOX SPORTS Australia with their content assets would position the company to strongly compete in the dynamic media market, and it would continue to be an important part of Telstra’s media strategy.

“Our customers are streaming more and more sport and entertainment on their TV at home and on their mobile devices while on the move. Telstra will be the exclusive telco sales agent for the combined entity on mobile and IP products and we will continue with our broadcast reseller arrangements,” Mr Penn said.

News Corp Australasia Executive Chairman Michael Miller said: “Under the leadership of Patrick Delany, this company will provide the exclusive and quality content that Australian consumers demand and expect. It will broadcast and stream in the most exciting, innovative and engaging ways across all platforms.”

The transaction is expected to close during the fourth quarter of Fiscal Year 2018.

About News Corp
News Corp (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content to consumers throughout the world. The company comprises businesses across a range of media, including: news and information services, book publishing, digital real estate services, and cable network programming and pay-TV distribution in Australia. Headquartered in New York, the activities of News Corp are conducted primarily in the United States, Australia, and the United Kingdom. More information: http://www.newscorp.com.

New York, NY – News Corporation (“News Corp” or the “Company”) (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) today reported financial results for the three months ended December 31, 2017.

Commenting on the results, Chief Executive Robert Thomson said:

“The robust first half results highlight the virtue of our strategy to become increasingly digital and global, the discipline of our financial management, and our commitment to premium content and high-quality, high-integrity news. First half revenues were up 4% and profitability improved by 27%, including strong results in the second quarter.

Our digital real estate services businesses continue to thrive, with flourishing audiences, strong lead volume, and product enhancements benefiting both consumers and agents. This quarter, the segment posted 21% revenue growth and an increase of 25% in Segment EBITDA.

Clearly there are profound changes taking place in the creation and distribution of digital content. The big tech disruptors are in the midst of a particularly disruptive period, commercially, socially and politically. We appreciate that Google has ended the prejudicial First Click Free and that Facebook is prioritizing provenance, but these are modest steps toward changing a digital environment that is dysfunctional at its core. The bot-infested badlands are hardly a safe space for advertisers, whose brands are being tainted by association with the extreme, the violent and the repulsive.

It is certainly in the interests of our shareholders that there be a reorientation towards quality and integrity, and that readers and platforms are encouraged to pay for professional journalism. Our mastheads are recording digital subscriber and audience growth, with digital accounting for 60 per cent of WSJ subscribers, while The Sun has now exceeded 90 million global monthly average uniques in the second quarter. But the potential returns for our journalism would be far higher in a less chaotic, less debased digital environment.”

Second Quarter Results

The Company reported fiscal 2018 second quarter total revenues of $2.18 billion, a 3% increase compared to $2.12 billion in the prior year period, reflecting continued strong growth in the Digital Real Estate Services segment, a $47 million positive impact from foreign currency fluctuations and the acquisitions of Australian Regional Media (“ARM”) and Australian News Channel Pty Ltd (“ANC”). Growth was partially offset by lower News America Marketing and print advertising revenues at the News and Information Services segment. Adjusted Revenues (which exclude the foreign currency impact and acquisitions and divestitures as defined in Note 1) decreased 1%.

Net loss for the quarter was ($66) million, an improvement of 70%, as compared to ($219) million in the prior year. The improvement was primarily due to the absence of a pre-tax non-cash impairment charge related to fixed-assets of $310 million and a $227 million pre-tax non-cash write-down of the Foxtel investment in the prior year period. The improvement was partially offset by higher tax expense, which reflects the $174 million provisional charge resulting from the U.S. Tax Cuts and Jobs Act (refer to “Other items – U.S. Tax Reform”).

The Company reported second quarter Total Segment EBITDA of $329 million, a 1% increase compared to $325 million in the prior year, driven by continued growth in the Digital Real Estate Services segment, partially offset by the increase in sports rights costs at the Cable Network Programming segment as a result of the timing of programming amortization. Adjusted Total Segment EBITDA (as defined in Note 1) was flat.

Loss per share available to News Corporation stockholders was ($0.14) as compared to ($0.50) in the prior year.

Adjusted EPS (as defined in Note 3) were $0.24 compared to $0.19 in the prior year.

About News Corp
News Corp (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content to consumers throughout the world. The company comprises businesses across a range of media, including: news and information services, book publishing, digital real estate services, and cable network programming and pay-TV distribution in Australia. Headquartered in New York, the activities of News Corp are conducted primarily in the United States, Australia, and the United Kingdom. More information: http://www.newscorp.com.

News Corp today issued the following statement from Executive Chairman, Rupert Murdoch:
“Facebook and Google have popularized scurrilous news sources through algorithms that are profitable for these platforms but inherently unreliable. Recognition of a problem is one step on the pathway to cure, but the remedial measures that both companies have so far proposed are inadequate, commercially, socially and journalistically.

There has been much discussion about subscription models but I have yet to see a proposal that truly recognizes the investment in and the social value of professional journalism. We will closely follow the latest shift in Facebook’s strategy, and I have no doubt that Mark Zuckerberg is a sincere person, but there is still a serious lack of transparency that should concern publishers and those wary of political bias at these powerful platforms.

The time has come to consider a different route. If Facebook wants to recognize ‘trusted’ publishers then it should pay those publishers a carriage fee similar to the model adopted by cable companies. The publishers are obviously enhancing the value and integrity of Facebook through their news and content but are not being adequately rewarded for those services. Carriage payments would have a minor impact on Facebook’s profits but a major impact on the prospects for publishers and journalists.”

About News Corp
News Corp (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content to consumers throughout the world. The company comprises businesses across a range of media, including: news and information services, book publishing, digital real estate services, and cable network programming and pay-TV distribution in Australia. Headquartered in New York, the activities of News Corp are conducted primarily in the United States, Australia, and the United Kingdom. More information: http://www.newscorp.com.

NEW YORK – Time Warner Inc. (NYSE:TWX) today announced the early settlement (the “Early Settlement Date”) by Time Warner Inc. (“Time Warner”) of its previously announced cash tender offers (the “Offers”) to purchase the outstanding debt securities of Time Warner and Historic TW Inc. (“HTW”, including in its capacity as successor by merger to Time Warner Companies, Inc. (“TWCI”)) set forth in the column entitled “Debentures” in the table below (collectively, the “Debentures”, and, each a “Series” of Debentures). Time Warner also accepted the consents (each a “Consent”, and, collectively, the “Consents”) delivered pursuant to its previously announced consent solicitations (each a “Consent Solicitation”, and, collectively, the “Consent Solicitations”) to amend certain provisions of the indentures governing certain Series of Debentures (the “Proposed Amendments”).

The terms and conditions of the Offers and the Consent Solicitations are set forth in an Offer to Purchase and Consent Solicitation Statement (the “Offer to Purchase”) and a related Consent and Letter of Transmittal. Time Warner’s obligation to accept for purchase, based on the acceptance priority levels set forth in the column entitled “Acceptance Priority Level” in the table below, and pay for, Debentures that are validly tendered and not validly withdrawn is limited to as many Debentures as Time Warner can purchase up to an aggregate purchase price for the Debentures subject to the Offers (including principal and premium, but excluding accrued interest) of no more than $6,000,000,000 (the “Maximum Purchase Price”).

The principal amount of each Series of Debentures that was validly tendered (with Consents that were validly delivered, if applicable), and not validly withdrawn (or Consents revoked) in the Offers at or prior to 12:00 P.M. (noon), New York City time, on December 21, 2017 (the “Early Tender Deadline”), is set forth in the table below. The Company has exercised its option to accept for payment those Debentures that were validly tendered and not validly withdrawn at or prior to the Early Tender Deadline.

Approximately $3.5 billion aggregate principal amount of the Debentures were validly tendered (with Consents validly delivered, if applicable) as of the Early Tender Deadline and not validly withdrawn (or Consents revoked). Subject to the terms and conditions of the Offers and the Consent Solicitations, Time Warner accepted for purchase Debentures validly tendered (with Consents validly delivered, if applicable) at or prior to the Early Tender Deadline and not validly withdrawn (or Consents revoked) in an aggregate principal amount equal to $3.5 billion and with an aggregate purchase price (including principal and premium, but excluding accrued interest) equal to approximately $4.5 billion (which price does not exceed the Maximum Purchase Price).

Holders or beneficial owners of Debentures (the “Holders”) who validly tendered and, if applicable with respect to such Debentures, validly delivered their Consents at or prior to the Early Tender Deadline (and who did not validly withdraw their Debentures (or revoke their Consents, if applicable) prior to 5:00 P.M., New York City time, on December 15, 2017) received consideration, per $1,000 principal amount, equal to the applicable Total Consideration (as set forth above) for such Series of Debentures. In the case of the 8.300% Discount Debentures due 2036 (which were issued at a discount to their full face value), the principal amount used for purposes of determining the Total Consideration and early tender premium was the full face value thereof. The Total Consideration included the applicable early tender premium for such Series of Debentures (and related Consents, if applicable), equal to $50 per $1,000 principal amount of such Series of Debentures accepted for purchase (the “Early Tender Premium”). In addition, Holders whose Debentures were accepted for purchase pursuant to the Offers also received accrued and unpaid interest from the last interest payment date for the applicable Series of Debentures up to, but not including, the Early Settlement Date. Holders who validly tender and, if applicable with respect to such Debentures, validly deliver their Consents (which tendered Debentures and delivered Consents may not be withdrawn or revoked, as applicable) after the Early Tender Deadline and at or prior to the Expiration Date are eligible to receive consideration, per $1,000 principal amount, equal to the applicable Total Consideration (as set forth above) minus the applicable Early Tender Premium for such Series of Debentures. In addition, Holders whose Debentures are accepted for purchase pursuant to the Offers after the Early Settlement Date will also receive accrued and unpaid interest from the last interest payment date for the applicable Series of Debentures up to, but not including, the Final Settlement Date (as defined below).

In addition, the requisite consents to effect the Proposed Amendments with respect to certain Series of Debentures, as described in the Offer to Purchase (the “Requisite Consents”), have been received. Accordingly, on December 22, 2017, Time Warner, certain of its subsidiaries, and The Bank of New York Mellon, as trustee, executed and delivered the Twelfth Supplemental Indenture (the “Twelfth Supplemental Indenture”) to the Indenture, dated as of January 15, 1993, among HTW (in its capacity as successor by merger to TWCI), as issuer, the guarantors party thereto and The Bank of New York Mellon, as trustee (as amended or supplemented prior to the Twelfth Supplemental Indenture, the “1993 Indenture”).

The Twelfth Supplemental Indenture amends the 1993 Indenture with respect to the applicable Series of Debentures to, among other things, eliminate substantially all of the restrictive covenants and certain events of default, modify notice requirements for redemption and related provisions and provides that any and all guarantees of the applicable Series of Debentures issued under the 1993 Indenture may be released. The Twelfth Supplemental Indenture became effective upon execution, but provides that the Proposed Amendments will not become operative unless Time Warner accepts the applicable Debentures satisfying the Requisite Consent required for purchase in the applicable Offer. In the event of any proration of a Series of Debentures, if there is a Consent Solicitation with respect to such Series of Debentures, the Consents delivered with respect to such Series of Debentures shall be null and void. If additional Requisite Consents are received as described in the Offer to Purchase at or prior to the Expiration Date (as defined below), Time Warner expects to enter into additional supplemental indentures.

The Twelfth Supplemental Indenture will apply only to each of the 9.150% Debentures due 2023, the 7.570% Debentures due 2024 and the 6.950% Debentures due 2028, for which the applicable Requisite Consents were received.

Each Offer and Consent Solicitation will expire at 11:59 P.M., New York City time, on January 2, 2018 (the “Expiration Date”).

Time Warner will purchase any remaining Debentures that have been validly tendered (with Consents that have been validly delivered, if applicable) after the Early Tender Deadline and at or prior to the Expiration Date, subject to the Maximum Purchase Price, the application of the Acceptance Priority Levels and all conditions to the Offers and the Consent Solicitations having been satisfied or waived by Time Warner, on the final settlement date, which is expected to occur on January 3, 2018 (the “Final Settlement Date”), promptly following the Expiration Date unless extended by Time Warner. No tenders of Debentures submitted after the Expiration Date will be valid.

Time Warner may further amend, extend or, subject to certain conditions and applicable law, terminate each Offer or Consent Solicitation at any time in its sole discretion. Time Warner’s obligation to accept for purchase, and pay for, any Debentures that are validly tendered (with Consents validly delivered, if applicable) and not validly withdrawn (or Consents revoked) and accepted for purchase pursuant to the Offers is conditioned on the satisfaction or waiver by Time Warner of the conditions described in the Offer to Purchase.

BofA Merrill Lynch and Citigroup Global Markets Inc. are acting as Dealer Managers for the Offers and Solicitation Agents for the Consent Solicitations. D.F. King & Co., Inc. is acting as the Tender Agent and Information Agent. Requests for documents may be directed to D.F. King & Co., Inc. at (888) 644-5854 (toll free) or (212) 269-5550 (banks and brokers). Questions regarding the Offers may be directed to BofA Merrill Lynch at (888) 292-0070 and Citigroup Global Markets Inc. at (800) 558-3745. Copies of the Offer to Purchase and the Consent and Letter of Transmittal, along with any amendments and supplements thereto, may be obtained for free at www.dfking.com/twx.

This announcement is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell, with respect to any securities. The solicitation of offers to buy the Debentures is only being made pursuant to the terms of the Offer to Purchase and the related Consent and Letter of Transmittal. The Offers are not being made in any state or jurisdiction in which such offers would be unlawful. None of Time Warner, the Dealer Managers, the Solicitation Agents or the Tender Agent and Information Agent is making any recommendation as to whether or not Holders should tender their Debentures in connection with the Offers or deliver Consents in connection with the Consent Solicitations.

About Time Warner Inc.
Time Warner Inc., a global leader in media and entertainment with businesses in television networks and film and TV entertainment, uses its industry-leading operating scale and brands to create, package and deliver high-quality content worldwide on a multi-platform basis.

Caution Concerning Forward-Looking Statements
This document contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological, strategic and/or regulatory factors and other factors affecting the operation of Time Warner’s businesses, including the pending merger with AT&T Inc. More detailed information about these factors may be found in filings by Time Warner with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Time Warner is under no obligation, and expressly disclaims any such obligation, to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.

New York, NY (December 5, 2017) – News Corp announced today the launch of News IQ, a new advertising platform with an audience of over 140 million in the United States. This marks the first time that News Corp has integrated all of its collective first-party data, premium media properties and data science tools into one unified advertising solution. News IQ will give brands a new way of reaching News Corp’s sophisticated audiences in a safe, trusted environment to achieve precise and measurable results.

At launch, News IQ is working with a premier and diverse group of partners, including Douglas Elliman, Seabourn Cruise Line, Fox Broadcasting Company (FOX), and the Dentsu Aegis Network, among others. News IQ will leverage the first-party data of some of the launch partners, including a top luxury retailer in collaboration with Mastercard Ad Intelligence to create bespoke marketing and advertising solutions.

“In a world of fake news and fraudulent metrics, News IQ offers advertisers a clear solution: quality audience, quality data, and quality environments,” said Jesse Angelo, News Corp’s Chief of Digital Advertising Solutions. “And that translates into three layers of brand safety for every campaign, protection from fraud, and the ability to effectively reach premium audiences at scale with precision inside a trusted and transparent ecosystem.”

News Corp’s premium properties have a rich history of informing, inspiring, entertaining and helping people in every life stage through a suite of trusted brands, including The Wall Street Journal, Barron’s, realtor.com®, MarketWatch, New York Post and HarperCollins Publishers, among others. News IQ will unlock exclusive, first-party data to offer new insights on a large scale from an audience comprised of top business leaders, entrepreneurs, in-market home buyers, high-net-worth individuals, luxury shoppers, millennial cord-cutters and more. News IQ will also be able to combine advertisers’ first-party data with News Corp data to help build bespoke segments.

“Brands are becoming more sophisticated about digital advertising. They are tired of their ads showing up next to vile and vacuous content, and fed up with mad and manipulated metrics,” said Robert Thomson, Chief Executive of News Corp. “Now, we are offering News Corp’s suite of superior brands to advertisers, along with a wealth of reliable – not risible – data that will help them target the customers they cherish.”

“What distinguishes News IQ from various competitors is our ability to leverage News Corp’s global resources to pair its world class custom content solutions with both consumer insights and scalable audiences in one end-to-end solution,” said Mr. Angelo. “This isn’t about blasting consumers with ads they don’t care about but intelligently engaging consumers and driving real results for our partners.”

“We are excited to partner with News IQ as their approach to brand safety, transparency and audience building is very much aligned with our core values,” said Art Muldoon, Co-CEO Amnet US, the programmatic expert agency of Dentsu Aegis Network. “This is a platform that will not only simplify the supply chain, but offer greater precision and scale in a trusted environment, which advertisers expect.”

News IQ will complement the video ad platform and emotional targeting capabilities of News Corp’s Unruly in order to provide an even broader suite of solutions to advertisers.

About News IQ
News IQ is a precision audience targeting platform powered by News Corp (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV). News IQ gives advertisers access to an audience across a suite of News Corp businesses, including Dow Jones, NY Post, Move Inc., HarperCollins Publishers, Storyful and News America Marketing. News IQ leverages News Corp’s proprietary data, custom content studios, social listening technologies and premium brand-safe media inventory to help its partners achieve their marketing goals. For more information, please email: advertising@newsiq.net.

About News Corp
News Corp (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content to consumers throughout the world. The company comprises businesses across a range of media, including: news and information services, book publishing, digital real estate services, and cable network programming and pay-TV distribution in Australia. Headquartered in New York, the activities of News Corp are conducted primarily in the United States, Australia, and the United Kingdom. More information: http://www.newscorp.com.

New York, NY – News Corp announced that News Corp Chief Executive Robert Thomson will participate in the UBS 45th Annual Global Media and Communications Conference on Tuesday, December 5, 2017, to be held in New York, NY. The session will begin at 2:00 p.m. EST.

To listen to a live webcast, please visit the News Corp website at https://newscorp.com/investor-relations-2/presentations/. A replay of the webcast is expected to be available at the same location for a period of time following the conference.

About News Corp
News Corp (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content to consumers throughout the world. The company comprises businesses across a range of media, including: news and information services, book publishing, digital real estate services, and cable network programming and pay-TV distribution in Australia. Headquartered in New York, the activities of News Corp are conducted primarily in the United States, Australia, and the United Kingdom. More information: http://www.newscorp.com.

DES MOINES, Iowa, — Meredith Corporation (NYSE: MDP; www.meredith.com) announced today that it has entered into a binding agreement to acquire all outstanding shares of Time Inc. (NYSE: TIME; www.timeinc.com) for $18.50 per share in an all-cash transaction valued at $2.8 billion. The transaction has been unanimously approved by the Boards of Directors of Meredith and Time Inc., and is expected to close during the first quarter of calendar 2018.

Meredith introduces an updated market positioning and logo that reflect the strength of Meredith’s national and local consumer media brands as well as its expanded portfolio of marketing solutions. (PRNewsFoto/Meredith Corporation) (PRNewsfoto/Meredith Corporation)

“We are creating a premier media company serving nearly 200 million American consumers across industry-leading digital, television, print, video, mobile, and social platforms positioned for growth,” said Meredith Corporation Chairman and CEO Stephen M. Lacy. “We are adding the rich content-creation capabilities of some of the media industry’s strongest national brands to a powerful local television business that is generating record earnings, offering advertisers and marketers unparalleled reach to American adults. We are also creating a powerful digital media business with 170 million monthly unique visitors in the U.S. and over 10 billion annual video views, enhancing Meredith’s leadership position in reaching Millennials.”

The transaction will create a diversified media and marketing company with calendar 2016 combined revenues of $4.8 billion – including $2.7 billion of total advertising revenues with nearly $700 million of digital advertising revenues – and adjusted EBITDA of $800 million. Additionally, Meredith anticipates generating cost synergies of $400 million to $500 million in the first full two years of operation.

“This is a transformative transaction for Meredith Corporation, and follows a fiscal 2017 in which we posted the highest revenues, profit and earnings per share in our 115-year history,” said Meredith President and Chief Operating Officer Tom Harty. “When you combine our strong local television business – which has grown operating profit 15 percent annually over the last five years – with the trusted, premium multiplatform content creation of Meredith and Time Inc., it creates a powerful media company serving consumers and advertisers alike. We look forward to completing the transaction; welcoming the Time Inc. employees to Meredith; delivering on our pledge to achieve identified synergies; and growing shareholder value.”

Key Strategic and Financial Benefits of the Transaction:
Creates unparalleled portfolio of national media brands with greater scale and efficiency – Combined, Meredith’s brands will have a readership of 135 million and paid circulation of nearly 60 million, with leading positions in celebrity, food, lifestyle, news and sports, parenting, and home content creation, as well as enhanced positions in the beauty, fashion and luxury advertising categories.

Continues the strong and growing contribution from local media – Meredith’s portfolio of 17 high-performing television stations in 12 markets is a consistent generator of strong cash flow. Meredith’s stations – which reach more than 11 percent of U.S. television households – are primarily Big 4 network affiliates located in fast-growing markets. In fiscal 2017, Meredith’s broadcasting business delivered the best year in its 60-year history, generating record revenues and profit – including more than $60 million of political ad revenues – and an EBITDA margin of 40 percent. Looking ahead, Meredith anticipates another strong political advertising year in fiscal 2019.

Accelerates Meredith’s digital position by adding significant scale – Meredith will be transformed into a Top 10 digital media company with 170 million unique monthly visitors in the U.S., over 10 billion annual video views, and nearly $700 million in digital advertising revenues. It will operate the No. 1 premium digital network for American consumers with unmatched reach to Millennials. Additionally, Meredith will be a top-tier data player with a database of more than 250 million email addresses/device IDs, paired with leading advertising technology platforms and shopper marketing capabilities.

Provides advertising and consumer revenue diversification and growth – Meredith will be well-positioned to benefit from fast-growing digital advertising platforms, including native, video, shopper marketing, programmatic and social. Also, Meredith expects to increase consumer revenue from diversified streams, including bundled circulation activities, brand licensing, ecommerce, events, video creation, content management, and marketing services.

Enhances financial strength and flexibility – Meredith expects the transaction will be accretive to free cash flow in the first full year of operations. Meredith has demonstrated a strong track record of achieving cost synergies with prior acquisitions, and is confident in its ability to optimize the cost structure of the combined business. The increased scale and free cash flow – coupled with cost synergy achievement – positions Meredith to aggressively pay down debt and achieve a leverage ratio of approximately 2x by 2020, and take advantage of future acquisition opportunities in the media space.

Increases Total Shareholder Return – Meredith remains committed to delivering top-third Total Shareholder Return. Meredith will continue to pay its current annual dividend of $2.08 per share, and expects ongoing annual dividend increases. Meredith has paid a dividend for 70 consecutive years and has increased it for 24 straight years.

“To summarize, we believe this acquisition represents a transformative and financially compelling growth opportunity for Meredith Corporation and will increase shareholder value over time,” Lacy said. “We are acquiring an impressive portfolio of leading brands and a digital business of scale with tremendous growth potential, complemented by our growing television broadcasting business that produces strong cash flow, fueled by growing political advertising and retransmission revenues. And the company will be led by Meredith’s executive management team with expertise in integrating acquisitions and operating multiplatform media businesses.”

Financing
Meredith has secured a total of $3.55 billion – which includes a $350 million undrawn revolving credit facility – in fully committed debt financing from RBC Capital Markets, Credit Suisse, Barclays and Citigroup Global Markets Inc. Meredith has also secured $650 million in preferred equity commitment from Koch Equity Development (KED). Funds will be used to finance the transaction and refinance existing debt.

KED has deployed in excess of $8 billion of industry agnostic principal investments over the last five years. Its $650 million investment in Meredith follows more than $2 billion of passive, preferred equity investments supporting four similar strategic transactions involving publicly traded entities.
KED will not have a seat on the Meredith Board and will have no influence on Meredith’s editorial or managerial operations. KED’s non-controlling, preferred equity investment underscores a strong belief in Meredith’s strength as a business operator, its strategies, and its ability to unlock significant value from the Time Inc. acquisition. Rothschild, Inc. and Credit Suisse are serving as financial advisors to KED and Jones Day is serving as legal counsel.

Timing and Approvals
Under the terms of the agreement, Meredith will commence a tender offer to acquire all the issued and outstanding shares of Time Inc. common stock for $18.50 per share in cash.
The transaction is subject to customary closing conditions and regulatory approvals, including the tender of a majority of the outstanding shares of Time Inc. common stock and clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to close during the first quarter of calendar 2018.

Meredith Advisors
BDT & Company and Moelis & Company are serving as financial advisors to Meredith, and Cooley LLP is serving as legal counsel.

For more discussion of important risk factors that may materially affect Meredith, purchaser and Time Inc., please see the risk factors contained Meredith’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, and Time Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, both of which are on file with the SEC. Except as specifically noted, information on, or accessible from, any website to which this website contains a hyperlink is not incorporated by reference into this website and does not constitute a part of this website.

No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what impact they will have on the results of operations, financial condition or cash flows of Meredith, purchaser or Time Inc. None of Meredith, purchaser or Time Inc. assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date.

About Meredith Corporation
Meredith Corporation (NYSE: MDP; www.meredith.com) has been committed to service journalism for 115 years. Today, Meredith uses multiple distribution platforms – including broadcast television, print, digital, mobile and video – to provide consumers with content they desire and to deliver the messages of its advertising and marketing partners.
Meredith’s Local Media Group includes 17 television stations reaching more than 11 percent of U.S. households. Meredith’s portfolio is concentrated in large, fast-growing markets, with seven stations in the nation’s Top 25 – including Atlanta, Phoenix, St. Louis and Portland – and 13 in Top 50 markets. Meredith’s stations produce 700 hours of local news and entertainment content each week, and operate leading local digital destinations.

Meredith’s National Media Group reaches 110 million unduplicated women every month, including more than 70 percent of U.S. Millennial women. Meredith is the leader in creating and distributing content across platforms in key consumer interest areas such as food, home, parenting and lifestyle through well-known brands such as Better Homes & Gardens, Allrecipes, Parents and Shape. Meredith also features robust brand licensing activities, including more than 3,000 SKUs of branded products at 5,000 Walmart stores across the U.S. and at walmart.com. Meredith Xcelerated Marketing is an award-winning, strategic and creative agency that provides fully integrated marketing solutions for many of the world’s top brands.
Meredith’s balanced portfolio consistently generates substantial free cash flow, and the Company is committed to growing Total Shareholder Return through dividend payments, share repurchases and strategic business investments. Meredith’s current annualized dividend of $2.08 per share yields 3.4 percent. Meredith has paid a dividend for 70 straight years and increased it for 24 consecutive years.

2 November 2017 – Justice must be done for the murder of journalists, who perform important functions in taking forward fundamental freedoms and bolstering the strength of societies, a senior United Nations official said Thursday, marking the International Day to end impunity for crimes against them.

“Justice is a cornerstone of a free society. It dissuades those who threaten freedom of expression and emboldens those who stand to defend it,” said Irina Bokova, the Director-General of the UN Educational, Scientific and Cultural Organization (UNESCO), in her message for the International Day, observed annually on 2 November.

The date was chosen in commemoration of the assassination of two French journalists in Mali on 2 November 2013.

“This is why injustice against journalists is so costly for all societies,” she added.

From 2006 to 2016, at least 930 journalists were killed. In 2016 alone, some 102 journalists were killed in the line of duty. Worryingly, more than nine out of 10 cases, the perpetrators are never brought to justice.

“We must ensure justice is done for every journalist killed,” she declared.

Journalists must be defended through concerted action by Governments, supported by the UN, working with all relevant actors, from international regional organizations, judiciaries and media to private companies, academia and civil society.

This partnership for action was embodied UNESCO’s recent Multi-Stakeholder Consultation, held in Geneva to strengthen implementation of the UN Plan of Action on the Safety of Journalists and the Issue of Impunity.

On Wednesday in Geneva, two UN experts warned that the world is witnessing a “downward spiral of attacks” on journalists, spurred on by hate speech even from senior politicians.

Speaking on the eve of International Day, the Special Rapporteurs on arbitrary, summary and extrajudicial executions, Agnes Callamard, and on freedom of expression, David Kaye, said that when authorities fail to follow up such attacks with independent and impartial investigations, the killers and their allies achieve their objectives.

The attacks need to stop, so too does the public demonization of reporting and specific media outlets and reporters by political leaders at the highest levels, they added.

London and New York, – TBWA Worldwide, an advertising agency collective and an Omnicom Group (NYSE: OMC) company, today announced the acquisition of a majority stake in leading independent UK creative agency Lucky Generals.

Lucky Generals’ founders, Helen Calcraft, Andy Nairn and Danny Brooke-Taylor, will remain in their existing roles at Lucky Generals and will retain a significant minority share in the company.

TBWA will form a new TBWA UK Group, which will consist of Lucky Generals and TBWA\London, upon the acquisition of Lucky Generals. Lucky Generals and TBWA\London will continue to operate as two separate brands within the new group. The structure exemplifies TBWA’s unique approach to developing a global advertising collective of connected, yet distinct, agencies. It has parallels with the group’s approach in Germany, where TBWA and HEIMAT successfully operate a similar two-pronged strategy.

Troy Ruhanen, President and CEO of TBWA Worldwide said, “Lucky Generals’ vision, a creative company for people on a mission, is completely aligned with our own: a radically open creative collective. They are relentlessly creative and innovative, with a focus on disruptive work, platforms and businesses. What Helen, Andy, Danny and their teams have built in a short period of time is remarkable. I cannot think of a better addition to the family.”

Helen Calcraft, founding partner of Lucky Generals, added “We have been fortunate enough to have had conversations with many international groups, but Omnicom and TBWA Worldwide were the only ones to understand our desire for autonomy — perhaps because entrepreneurialism, disruption and creativity are hardwired into their DNA. We already feel like we’ve established a great personal connection with the team. This deal will allow us to preserve our unique culture, build our brand and grow. Most important, with the support of Omnicom and TBWA, we will be able to better deliver on our clients’ needs in the UK and around the globe. We’re delighted to join such an entrepreneurial group and keep doing all the things we love, on a bigger scale, with some new friends.”

The acquisition comes as Lucky Generals has experienced a period of substantial growth over the last two years. Founded in 2013, Lucky Generals has been shortlisted for Campaign’s Agency of the Year for the last two years. It was also named Marketing’s “New Thinking Agency of the Year” and The Drum’s “Ballsiest Agency of the Year.” Its clients include Amazon, Paddy Power Betfair, Hostelworld and Unilever.

# # #

About TBWA Worldwide
TBWA is The Disruption® Company: the cultural engine for 21st century business. We use trademarked Disruption®methodologies to create a unique space in culture for our clients’ brands. We are a top 10 global advertising agency collective with 11,300 employees across 305 offices in 98 countries. TBWA brands include Auditoire, Digital Arts Network (DAN), eg+ worldwide, The Integer Group®, TBWA\Media Arts Lab and TBWA\WorldHealth. Global clients include adidas, Airbnb, Apple, Gatorade, Henkel, McDonald’s, Michelin, Nissan, Pernod Ricard, Merck, Standard Chartered Bank, Singapore Airlines and Vichy.

About Omnicom Group Inc.
Omnicom Group Inc. (NYSE: OMC) (www.omnicomgroup.com) is a leading global marketing and corporate communications company. Omnicom’s branded networks and numerous specialty firms provide advertising, strategic media planning and buying, digital and interactive marketing, direct and promotional marketing, public relations and other specialty communications services to over 5,000 clients in more than 100 countries.

NEW YORK – From a nail-biter World Series matchup and breathtaking Summer Olympics Games to some of the highest-rated political debates in history, 2016 provided no shortage of must-watch television. To provide insights about consumer television viewing activity Altice USA has released its first Altice USA Data Flash Review, which analyzed 2016 viewing trends of its Optimum TV customers. Altice USA Data Flash Reviews leverage the company’s Total Audience Data platform from approximately 11 million Optimum and Suddenlink household set-top boxes across a
nationwide footprint*. Privacy is of utmost importance to the company, and our census-level tuning data is maintained on an aggregated, anonymous and protected basis and individual viewing information is not shared.

Altice USA is the fourth largest cable company in the U.S. and provides Optimum and Suddenlink-branded high-speed data, television and voice products and services across 20 states. It is a subsidiary of Altice N.V. (Euronext: ATC, ATCB), a leading global telecommunications, media and entertainment company.

“Optimum customers love watching television and live tune-in continues to be the most popular way they choose to access their favorite content,” said Paul Haddad, Global Chief Data Officer for Altice. “We have also seen customers take advantage of options to watch programming on their own terms, with viewing up substantially on our DVR platform.

With deep insights into the viewing trends of our Optimum customers, Altice USA is able to constantly innovate and prioritize new features and services that align with consumers’ preferences and demands.”

In 2016, Optimum TV subscribers throughout the New York tri-state area were once again heavy live TV viewers, with households tuning in more than eight hours per day while also spending over an hour daily viewing time-shifted content, with DVR being the most preferred tuning mode.

• Overall in 2016, the most popular ways to watch TV included live viewing with 91.9% of viewing, DVR representing 4.9% and VOD comprising 2.7%.
• Compared to 2015, DVR-based viewing by Optimum customers rose more than 9 percent to an average of 1 hour and 47 minutes per day, representing the most popular time-shifted or on-demand viewing method.
• Hours spent viewing VOD content remained unchanged at just over 90 minutes per day.
Additional interesting trends and shifts relative to 2015 live TV viewing patterns were uncovered:
• News programming tune-in increased more than 4% over 2015, with viewership of political-focused programming increasing by 88% over last year.
• Hours spent tuned to sports programming fell 4% compared to 2015.

“Altice USA brings deep experience in industry-leading utilization of customer viewing data that helps our programming and brand partners more effectively and efficiently reach the right audiences in the right places,” said Haddad. “As viewing habits continue to evolve across the platforms Altice USA remains committed to supporting advanced ad delivery capabilities that meet changing campaign objectives.”

About Altice USA
Altice USA, a subsidiary of Altice Group (Euronext: ATC, ATCB), is the fourth largest cable operator in the United States, delivering residential and business services to 4.6 million customers across 20 states. Providing high-quality products that keep customers connected, Altice USA (through its Optimum, Lightpath and Suddenlink brands) offers digital cable television, high-speed Internet, voice, WiFi and advertising services. To meet our customers’ content and information needs, the company through News 12 also offers hyper-local news and programming created specifically for the
communities we serve in the tri-state area. For more information, visit www.alticeusa.com.

New York, NY, – December 15, 2016 – Twenty-First Century Fox, Inc. (“21st Century Fox”) today announced that it has reached agreement with Sky plc (“Sky”) on the terms of a recommended pre-conditional cash offer by 21st Century Fox for the fully diluted share capital of Sky which 21st Century Fox and its affiliates do not already own (the “Acquisition”).

Under the terms of the Acquisition, Sky shareholders will be entitled to receive for each Sky share £10.75 in cash.

The price of £10.75 per Sky share represents:

• a premium of approximately 40 per cent. to the closing price of £7.69 per Sky share on December 6, 2016, being the last business day before the date on which an initial proposal was received from 21st Century Fox by Sky;

• a premium of approximately 36 per cent. to the closing price of £7.90 per Sky share on December 8, 2016, being the last business day before the start of the offer period; and

• a multiple of approximately 11.4 times Sky’s adjusted earnings before interest, tax, depreciation and amortisation of £2,178 million for the twelve month period ended June 30, 2016.

21st Century Fox currently anticipates that the Acquisition will complete before the end of 2017. Under the terms of the Acquisition, if the Effective Date (as defined in the UK Announcement) has not occurred on or before December 31, 2017, Sky shareholders shall be entitled to receive a special dividend of 10 pence per Sky share, payable in 2018.

The price of £10.75 per Sky share shall be reduced to the extent that:

• the dividend in respect of the six months ending December 31, 2017 exceeds 13.06 pence per Sky share; and

• the dividend in respect of the year ending June 30, 2018 exceeds 21.8 pence per Sky share.

Sky will not pay any dividends in 2017.

The Cash Consideration implies a value of approximately £11.7 billion ($14.8 billion based upon an exchange rate of USD:GBP 1.27) for the fully diluted ordinary share capital of Sky (excluding the Sky shares already owned by 21st Century Fox and its affiliates).

The independent committee of Sky intends to recommend unanimously that unaffiliated Sky shareholders vote in favour of the Acquisition.

Commenting on the Acquisition, 21st Century Fox said:

“As the founding shareholder of Sky, we are proud to have participated in its growth and development. The strategic rationale for this combination is clear. It creates a global leader in content creation and distribution, enhances our sports and entertainment scale, and gives us unique and leading direct-to-consumer capabilities and technologies. It adds the strength of the Sky brand to our portfolio, including the Fox, National Geographic and Star brands.”

“Sky is a creative, commercial, and consumer powerhouse delivering its own content to customers across all platforms. Sky is the #1 PayTV brand in all its key markets, with an exciting growth runway in each. The enhanced capabilities of the combined company will be underpinned by a more geographically diverse and stable revenue base. It will also create an improved balance between subscription, affiliate fee, advertising and content revenues. This combination creates an agile organization that is equipped to better succeed in a global market.”

The Acquisition is subject to a number of pre-conditions and conditions as set forth in the UK Announcement released today in accordance with Rule 2.7 of the UK City Code on Takeovers and Mergers, including the receipt of regulatory approvals and the approval of Sky’s shareholders.

This announcement should be read in conjunction with the full announcement, which includes additional information about the terms of the Acquisition, the Co-operation Agreement and the Bridge Credit Agreement described below, which was issued in accordance with Rule 2.7 of the UK City Code on Takeovers and Mergers, and which can be found on our website at https://www.21cf.com/investor-relations/possible-offer-sky-plc (the “UK Announcement”).

21st Century Fox entered into the Co-operation Agreement with Sky pursuant to which 21st Century Fox and Sky agreed to take certain steps to facilitate completion of the Acquisition. The Co-operation Agreement provides for a £200 million break fee payable by 21st Century Fox in the event that regulatory approvals are not obtained prior to the longstop date described in the agreement.

To provide financing in connection with the Acquisition, 21st Century Fox and its 100% owned subsidiary 21st Century Fox America, Inc. entered into a Bridge Credit Agreement with Goldman Sachs Bank USA, Deutsche Bank Securities Inc. and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners. The Bridge Credit Agreement provides for borrowings of up to £12.2 billion.

About 21st Century Fox
21st Century Fox is the world’s premier portfolio of cable, broadcast, film, pay TV and satellite assets spanning six continents across the globe. Reaching more than 1.8 billion subscribers in approximately 50 local languages every day, 21st Century Fox is home to a global portfolio of cable and broadcasting networks and properties, including FOX, FX, FXX, FXM, FS1, Fox News Channel, Fox Business Network, FOX Sports, Fox Sports Network, National Geographic Channels, STAR India, 28 local television stations in the U.S. and more than 300 international channels; film studio Twentieth Century Fox Film; and television production studios Twentieth Century Fox Television and a 50 per cent. ownership interest in Endemol Shine Group. The Company also holds approximately 39.1 per cent. of the issued shares of Sky, Europe’s leading entertainment company, which serves 22 million customers across five countries. For more information about 21st Century Fox, please visit www.21CF.com.

About Sky
Sky is Europe’s leading entertainment company. As at 30 June 2016, Sky served approximately 22 million customers across five countries: Italy, Germany, Austria, the UK and Ireland.

Sky has annual revenues of approximately £12 billion and is Europe’s leading investor in television content with a combined programming budget of over £5 billion. Sky employs more than 30,000 people as at 30 June 2016 and supports an estimated 130,000 jobs across Europe.

The majority of Sky’s revenue is derived from retailing pay television services both in the home and on the move. In the UK and Ireland, Sky also offers customers broadband and telephony products, including internet via DSL, fibre and WiFi, and has recently established a mobile offering. Sky retails TV services to commercial customers and operates adjacent businesses which include wholesaling Sky’s channels to other providers and selling advertising on Sky’s own and partner channels. Sky also sells both Sky originated television programmes and third party television programmes internationally through ‘Sky Vision’.

DALLAS and NEW YORK CITY, — AT&T Inc. (NYSE:T) and Time Warner Inc. (NYSE:TWX) today announced they have entered into a definitive agreement under which AT&T will acquire Time Warner in a stock-and-cash transaction valued at $107.50 per share. The agreement has been approved unanimously by the boards of directors of both companies.

The deal combines Time Warner’s vast library of content and ability to create new premium content that connects with audiences around the world, with AT&T’s extensive customer relationships, world’s largest pay TV subscriber base and leading scale in TV, mobile and broadband distribution.

“This is a perfect match of two companies with complementary strengths who can bring a fresh approach to how the media and communications industry works for customers, content creators, distributors and advertisers,” said Randall Stephenson, AT&T chairman and CEO. “Premium content always wins. It has been true on the big screen, the TV screen and now it’s proving true on the mobile screen. We’ll have the world’s best premium content with the networks to deliver it to every screen. A big customer pain point is paying for content once but not being able to access it on any device, anywhere. Our goal is to solve that. We intend to give customers unmatched choice, quality, value and experiences that will define the future of media and communications.

“With great content, you can build truly differentiated video services, whether it’s traditional TV, OTT or mobile. Our TV, mobile and broadband distribution and direct customer relationships provide unique insights from which we can offer addressable advertising and better tailor content,” Stephenson said. “It’s an integrated approach and we believe it’s the model that wins over time.

“Time Warner’s leadership, creative talent and content are second to none. Combine that with 100 million plus customers who subscribe to our TV, mobile and broadband services – and you have something really special,” said Stephenson. “It’s a great fit, and it creates immediate and long-term value for our shareholders.”

Time Warner Chairman and CEO Jeff Bewkes said, “This is a great day for Time Warner and its shareholders. Combining with AT&T dramatically accelerates our ability to deliver our great brands and premium content to consumers on a multiplatform basis and to capitalize on the tremendous opportunities created by the growing demand for video content. That’s been one of our most important strategic priorities and we’re already making great progress — both in partnership with our distributors, and on our own by connecting directly with consumers. Joining forces with AT&T will allow us to innovate even more quickly and create more value for consumers along with all our distribution and marketing partners, and allow us to build on a track record of creative and financial excellence that is second to none in our industry. In fact, when we announce our 3Q earnings, we will report revenue and operating income growth at each of our divisions, as well as double-digit earnings growth.
Bewkes continued, “This is a natural fit between two companies with great legacies of innovation that have shaped the modern media and communications landscape, and my senior management team and I are looking forward to working closely with Randall and our new colleagues as we begin to capture the tremendous opportunities this creates to make our content even more powerful, engaging and valuable for global audiences.”

Time Warner is a global leader in media and entertainment with a great portfolio of content creation and aggregation, plus iconic brands across video programming and TV/film production. Each of Time Warner’s three divisions is an industry leader: HBO, which consists of domestic premium pay television and streaming services (HBO Now, HBO Go), as well as international premium & basic pay television and streaming services; Warner Bros. Entertainment, which consists of television, feature film, home video and videogame production and distribution. Warner Bros. film franchises include Harry Potter & DC Comics, and its produced TV series include Big Bang Theory and Gotham; Turner consists of U.S. and international basic cable networks, including TNT, TBS, CNN and Cartoon Network/Adult Swim. Also, Turner has the rights to the NBA, March Madness and MLB. Time Warner also has invested in OTT and digital media properties such as Hulu, Bleacher Report, CNN.com and Fandango.

Customer Benefits

The new company will deliver what customers want — enhanced access to premium content on all their devices, new choices for mobile and streaming video services and a stronger competitive alternative to cable TV companies.

With a mobile network that covers more than 315 million people in the United States, the combined company will strive to become the first U.S. mobile provider to compete nationwide with cable companies in the provision of bundled mobile broadband and video. It will disrupt the traditional entertainment model and push the boundaries on mobile content availability for the benefit of customers. And it will deliver more innovation with new forms of original content built for mobile and social, which builds on Time Warner’s HBO Now and the upcoming launch of AT&T’s OTT offering DIRECTV NOW.

Owning content will help AT&T innovate on new advertising options, which, combined with subscriptions, will help pay for the cost of content creation. This two-sided business model — advertising- and subscription-based — gives customers the largest amount of premium content at the best value.

Summary Terms of Transaction
Time Warner shareholders will receive $107.50 per share under the terms of the merger, comprised of $53.75 per share in cash and $53.75 per share in AT&T stock. The stock portion will be subject to a collar such that Time Warner shareholders will receive 1.437 AT&T shares if AT&T’s average stock price is below $37.411 at closing and 1.3 AT&T shares if AT&T’s average stock price is above $41.349 at closing.

This purchase price implies a total equity value of $85.4 billion and a total transaction value of
$108.7 billion, including Time Warner’s net debt. Post-transaction, Time Warner shareholders will own between 14.4% and 15.7% of AT&T shares on a fully-diluted basis based on the number of AT&T shares outstanding today.

The cash portion of the purchase price will be financed with new debt and cash on AT&T’s balance sheet. AT&T has an 18-month commitment for an unsecured bridge term facility for $40 billion.

Transaction Will Result in Significant Financial Benefits

AT&T expects the deal to be accretive in the first year after close on both an adjusted EPS and free cash flow per share basis.

AT&T expects $1 billion in annual run rate cost synergies within 3 years of the deal closing. The expected cost synergies are primarily driven by corporate and procurement expenditures. In addition, over time, AT&T expects to achieve incremental revenue opportunities that neither company could obtain on a standalone basis.

Given the structure of this transaction, which includes AT&T stock consideration as part of the deal, AT&T expects to continue to maintain a strong balance sheet following the transaction close and is committed to maintaining strong investment-grade credit metrics.

By the end of the first year after close, AT&T expects net debt to adjusted EBITDA to be in the 2.5x range.

Additionally, AT&T expects the deal to improve its dividend coverage and enhance its revenue and earnings growth profile.

Time Warner provides AT&T with significant diversification benefits:
Diversified revenue mix — Time Warner will represent about 15% of the combined company’s revenues, offering diversification from content and from outside the United States, including Latin America, where Time Warner owns a majority stake in HBO Latin America, an OTT service available in 24 countries, and AT&T is the leading pay TV distributor.
Lower capital intensity — Time Warner’s business requires little in capital expenditures, which helps balance the higher capital intensity of AT&T’s existing business.
Regulation — Time Warner’s business is lightly regulated compared to much of AT&T’s existing operations.
The merger is subject to approval by Time Warner Inc. shareholders and review by the U.S. Department of Justice. AT&T and Time Warner are currently determining which FCC licenses, if any, will be transferred to AT&T in connection with the transaction. To the extent that one or more licenses are to be transferred, those transfers are subject to FCC review. The transaction is expected to close before year-end 2017.

About AT&T
AT&T Inc. (NYSE:T) helps millions around the globe connect with leading entertainment, mobile, high-speed Internet and voice services. We’re the world’s largest provider of pay TV. We have TV customers in the U.S. and 11 Latin American countries. We offer the best global coverage of any U.S. mobile provider*. And we help businesses worldwide serve their customers better with our mobility and highly secure cloud solutions.

About Time Warner Inc.
Time Warner Inc. (NYSE:TWX) is a global leader in media and entertainment with businesses in television networks and film and TV entertainment, uses its industry-leading operating scale and brands to create, package and deliver high-quality content worldwide on a multi-platform basis.

After nearly fourteen years of operation, Gawker.com will be shutting down next week. The decision to close Gawker comes days after Univision successfully bid $135 million for Gawker Media’s six other websites, and three months after the Silicon Valley billionaire Peter Thiel revealed his clandestine legal campaign against the company.

Nick Denton, the company’s outgoing CEO, informed current staffers of the site’s fate on Thursday afternoon, just hours before a bankruptcy court in Manhattan will decide whether to approve Univision’s bid for Gawker Media’s other assets. Staffers will soon be assigned to other editorial roles, either at one of the other six sites or elsewhere within Univision. Near-term plans for Gawker.com’s coverage, as well as the site’s archives, have not yet been finalized.

Brussels, QUESTIONS AND ANSWERS

I. Modernisation of the Audiovisual Media Services Directive
Why is the Audiovisual Media Services Directive being revised?

The media landscape has shifted dramatically in less than a decade. Instead of sitting in front of the family TV, millions of Europeans, especially young people, watch content online, on demand and on different mobile devices.
Children are watching less traditional TV: the average daily viewing time for young Europeans was 2 hours in 2014 i.e. about half as much as the average viewer (source).

Global internet video share in consumer internet traffic is expected to increase from 64% in 2014 to 80% by 2019 (source).

Audiovisual media also increasingly target markets across national borders. At the end of 2013, more than 5,000 TV channels (not counting local channels and windows) were established in the EU. Of these, almost 2,000 targeted foreign markets (either EU or extra-EU). This share had increased from 28% in 2009 to 38% in 2013 (source). As far as video-on-demand services are concerned, 31% of the video-on-demand services available in a Member State are established in another EU country (source). This underpins the continued added value of the EU action in this area.

Taking these new developments into account, as well as a thorough evaluation (REFIT) of the current Audiovisual Media Services Directive (AVMSD), the Commission today presented updated rules to find a better balance of the rules which apply to traditional broadcasters, video-on-demand providers and video-sharing platforms, especially when it comes to protecting children. It proposes to have more common rules at EU level to provide clarity and legal certainty to consumers and businesses across borders.

Which type of audiovisual media services are covered by the new Directive?

The existing rules already cover traditional TV and video on-demand services. The new proposal foresees a limited extension of its scope to video-sharing platforms which tag and organise the content, for example YouTube.

Member States should ensure that video-sharing platforms put in place measures to:
i. protect minors from harmful content (which may impair the physical, mental or moral development); access to which would have to be restricted; and
ii. protect all citizens from incitement to hatred.
Implementation of the new regime would be encouraged via co-regulation: the proposed rules provide basic requirements and partners who share responsibility contribute to fulfilling objectives.

What does the Directive consider to be a video-sharing platform?

In the proposal, a video-sharing platform is defined as a commercial service addressed to the public which:
stores a large amount of programmes or user-generated videos, for which the video-sharing platform provider does not have editorial responsibility;
where the content is organised in a way determined by the provider of the service, in particular by hosting, displaying, tagging and sequencing;
where the principal purpose of the service (or a dissociable section thereof) is devoted to providing programmes and user-generated videos to the general public, in order to inform, entertain or educate;
is made available by electronic communications networks.

As a general rule, social media, such as Facebook or other services, do not have as a principal purpose the provision of programmes or user-generated videos to the public. Of course, this may evolve with time and if a particular social media provider meets all the characteristics of a video-sharing platform, they will be covered as such.

While newspaper websites remain outside the Directive, standalone parts of newpaper websites which feature audiovisual programme or user-generated videos will be considered as video-sharing platforms for the purpose of the AVMSD. However, any occasional use of videos in websites, blogs, newspapers will be outside the scope of the Directive.

As with any Directive, the AVMSD will be implemented in national law. On the basis of the criteria set by the Directive, national audiovisual regulators will determine the players which are covered. The Commission’s monitoring of the implementation of the Directive will ensure a consistent approach.

What is the country of origin principle? How will it be improved?

The aim of the country of origin principle is to protect media service providers established in one Member State from any restriction imposed by other EU Member States receiving their services. Audiovisual providers do not need to comply with 28 different rules, only with those of the country where they are established.

The Commission proposes to confirm and facilitate the country of origin principle in three ways:
it will be easier to establish the country whose rules apply to each provider, thanks to a database which will contain an up-to-date list of providers under Member States’ jurisdiction;
this information will be accessible to all Member States and regulators; and
the mechanisms foreseen in cases of exceptions to the country of origin will be improved.

What is proposed for advertising?

Today’s proposal aims to strike the right balance between strong consumer protection, more specifically the protection of minors, and a more flexible system for TV broadcasters, taking into account new market realities.

The proposed rules strengthen provisions to protect minors from inappropriate audiovisual commercial communications of foods high in fat, salt/sodium, sugars by, where necessary, encouraging codes of conduct at EU level.

Tobacco advertising remains forbidden in all types of media. For alcohol advertising, the Commission wants also to encourage further development of self- or co-regulation, also at EU level if necessary, to effectively limit the exposure of minors to such ads. Member States can apply stricter rules and can, for example, ban alcohol advertisements or adopt other measures.

The overall limit of 20% of broadcasting time is maintained between 7 am and 11 pm, but instead of the current 12 minutes per hour, broadcasters can choose more freely when to show ads throughout the day.

The transmission of TV films, cinematographic works and news programmes can be interrupted only once every 20 minutes

Broadcasters and on-demand providers will also have greater flexibility to use product placement and sponsorship, while keeping viewers informed at the beginning and/or end of a programme. Product placement will however remain forbidden in programmes with a significant children’s audience.
These different measures are expected to have a positive economic impact for media services providers – mainly TV broadcasters – and increase their capacity to invest in audiovisual content. This is important for the competitiveness of the EU audiovisual industry.

How will the protection of children from harmful and illegal content be strengthened?

Children watch less and less TV and more and more on-demand and online videos. However, the current AVMSD protects them more on TV and less in the online world. This inconsistency will now be fixed. Proposed rules:
­require that programmes that may impair the physical, mental or moral development of minors (harmful content) are only made available in such a way as to ensure that minors will not normally hear or see them. This is regardless of whether such programmes are broadcast by TV broadcasters or provided by on-demand providers. Different rules apply for video-sharing platforms, where the Commission wants to support a co-regulatory approach: the Commission will invite all video-sharing platforms to work within the Alliance to better protect minors online, with an aim to come up with a code of conduct for the industry, while national audiovisual regulators will have the power to enforce the rules.

­Require that the most harmful content, such as gratuitous violence and pornography, shall be subject to the strictest measures providing a high degree of control (such as age verification or pin codes).

­Encourage EU co-regulation on content descriptors (words or symbols warning of bad language, sex, violence, drugs, discrimination) which provide sufficient information to viewers about the possible harmful nature of the content. The Commission wants the industry to develop common content descriptors because age ratings without additional explanations on this rating do not always give sufficient information to parents. This will empower parents to make decisions for their children or for children to make decisions for themselves.

How is European culture strengthened by the new Directive?

While European TV broadcasters invest around 20% of their revenues in original content, this figure represents less than 1% for on-demand providers (source). The proposal therefore will aim at encouraging new investment in European works.

Under proposed rules, TV broadcasters will continue to be obliged to broadcast at least 50% share of European works (including national content) in viewing time. Video-on-demand services – which already have to promote European works under current rules – are subject to more specific obligations: they need to ensure at least 20% share of European content in their catalogues and should give a good visibility (prominence) to European content in their offers.

Current rules already foresee that promotion of European works can also be carried out, amongst others, through financial contributions to the production and rights acquisition of European works. Member States have the option to require on-demand audiovisual media services under their jurisdiction to contribute in this way. The new rules give the possibility for Member States to impose financial contributions (direct investments or levies payable to a fund) upon on-demand services, including to those established in a different Member State but targeted at their national audiences. This would be a voluntary measure for Member States, not an obligation at EU level.

The reason for this clarification is that current rules can lead to “forum shopping” practices (i.e. on-demand services establishing themselves in Member States with light or no financial obligations). This in turn can create competition distortions. Financial contributions will only be able to be imposed on the revenues generated in the imposing country. Clarifying that Member States can impose financial contributions is considered as a justified and balanced way to limit “forum shopping” practices without undermining the country of origin principle.

The proposed rules also include a mandatory exemption for companies with a low turnover and low audiences as well as small and micro enterprises. It could also be inappropriate to impose such requirements in cases where – given the nature or theme of the on-demand audiovisual media services– they would be impracticable or unjustified.

Overall, strengthening the promotion of European works for on-demand services will lead to a broader and more diverse offer for Europeans. This will have a positive impact on cultural diversity and bring more opportunities for European creators.

Why is a quota needed at EU level? Won’t it be an extra-burden for businesses?

Quotas already exist in more than half of EU Member States (see impact assessment, Annex XIII). This is required either as a standalone obligation (e.g. Cyprus, Hungary, Lithuania, Malta, Slovakia) or in combination with other joint or alternative obligations (e.g. France, Croatia, Czech Republic, Italy, Poland, Romania, Slovenia, Spain). The required shares in the catalogues vary considerably between Member States (10-60%). This is why minimum harmonisation at EU level is needed, so that all Europeans can have access to at least some European audiovisual content.
It should not be an extra-burden for businesses: on average, in the EU, European films already account for 27% of all films available in video-on-demand catalogues (according to a 2015 study by the European Audiovisual Observatory).

More specifically:
– Share of EU films in 75 video-on-demand (VoD) catalogues: 27%
– Share of EU films in 16 subscription VoD catalogues: 30%
– Share of EU films in Netflix: 21%
– Share of EU films in iTunes: 21%

The proposed rules also include a mandatory exemption for companies with a low turnover and low audiences as well as small and micro enterprises. It could also be inappropriate to impose such requirements in cases where – given the nature or theme of the on-demand audiovisual media services– they would be impracticable or unjustified.

How can video-on-demand services give adequate prominence to European works?

There is a wide range of tools to ensure visibility of European works, e.g. indicating the country where a film or series comes from; providing possibilities for searching for European works; placing information and materials promoting European works, including in the home/front page; using trailers or visuals.

How will the Directive increase the independence of regulatory authorities for audiovisual media services?

The proposal includes a requirement for Member States to have independent regulatory authorities for audiovisual media services. They will have to fulfil the criteria of independence listed in the Directive. The regulator :
should be legally distinct and functionally independent of any other public or private body.
should not seek or take instructions from any other body in relation to the exercise of the tasks.
should exercise its powers impartially and transparently and in accordance with the objectives of the AVMSD in particular media pluralism, cultural diversity, consumer protection, internal market and the promotion of fair competition.
should have its competences and powers clearly defined in law.
should have adequate enforcement powers to carry out their functions effectively.

Also, the head of a national regulatory authority or the members of the collegiate body may be dismissed only if they no longer fulfil the conditions required for the performance of their duties.

The Commission will monitor the application of these principles in the Member States, and could take action if they are not respected.

What is the role of the European Regulators Group for Audiovisual Media Services (ERGA)?

The proposal reinforces the role of the European Regulators Group for Audiovisual Media Services (ERGA) by giving it more tasks when advising and assisting the Commission in the consistent implementation of the Directive in all Member States.

ERGA will be given specific tasks intended to approach Member States’ positions. For instance, upon the Commission’s request, ERGA will issue opinions in the context of the country of origin derogation mechanisms. Moreover, ERGA is tasked with supporting the adoption of codes of conduct at EU level.

What are the next steps?

The current AVMSD will continue to apply until the revised Directive enters into force. The Commission is calling the European Parliament and the Council of the EU (representing Member States) to adopt the text as soon as possible. The Commission proposes that Member States have one year to transpose the Directive into their national legislation.

II. Platforms
What are online platforms and why are they important?
Online platforms cover a wide range of activities including online advertising platforms, marketplaces, search engines, social media and creative content outlets, application distribution platforms, communications services, payment systems, and collaborative economy platforms.
They share key characteristics including the use of information and communication technologies to facilitate interactions (including commercial transactions) between users, collection and use of data about these interactions, and network effects which make the use of the platforms with most users most valuable to other users.

Some examples of online platforms are: eBay, Amazon Marketplace, Google and Bing Search, Facebook and YouTube, Google Play and App Store, Facebook Messenger, Google’s AdSense, Zalando marketplace, BlaBla Car and Uber.

Online platforms are strong drivers of innovation and play an important role in Europe’s digital society and economy. They increase consumer choice, improve efficiency and competitiveness of industry and can enhance civil participation in society.

Why is an EU policy approach to platforms necessary?

The platform economy presents major innovation opportunities for European industry, SMEs and startups to develop new business models, products and services. Creating the right environment is essential to retain, grow and foster the emergence of new online platforms in Europe. A coherent EU approach is needed to avoid fragmentation and obstacles in the Digital Single Market. Different national rules can otherwise create uncertainty for economic operators, make scaling-up more difficult for startups and limit the availability of digital services. In this respect, the Commission will in early June adopt a European agenda for the collaborative economy, including guidance on how EU law applies specifically to collaborative economy platforms and recommendations to Member States on how to ensure a balanced development of this market.

The Commission aims to ensure a balanced regulatory framework which allows consumers and businesses in the EU to benefit from the development and scaling-up of online platforms and which also protects the legitimate interests of users and fundamental values.

In order to assess the scope for further action the Commission has undertaken a comprehensive assessment which included a public consultation, engagement with stakeholders in workshops and studies.The stakeholder consultation process flagged a number of concerns related to online platforms. For example, respondents expressed concern about:
the lack of level-playing field in certain sectors;
the lack of transparency;
certain business-to-business practices; and
the tackling of illegal content online.

The Commission will only consider targeted policy measures (regulatory, self- or co-regulatory) on the basis of:
(i) clearly identified problems relating to a specific type or activity of online platforms, and
(ii) upon in-depth evaluation of the sufficiency and adequacy of the existing regulatory framework.

How do the Commission’s existing policies support platforms?

The Digital Single Market strategy, the Single Market strategy and the Capital Markets Union, as well as investment through the research and innovation programme Horizon 2020 and through the Investment Plan for Europe will help EU-born platforms to emerge and thrive. Initiatives such as StartUpEurope can also help create the right environement for new tech players.

Further action is needed to sustain this growth, to address barriers caused by different national approaches, and to ensure that the rules which already apply to platforms are correctly applied.

Does the Commission want to regulate platforms?

Today’s Communication on platforms does not propose a new general law on online platforms, nor does it suggest to change the liability regime set by the e-Commerce Directive.

The aim is to make sure that platforms can be created, scale up and grow in the European Union. To reach this goal we need a functioning Digital Single Market where online platforms (both startups and established market operators) are not hampered by heavy regulation.
Online platforms are already subject to EU legislation such as consumer and data protection rules, and competition law. New initiatives will only be taken to tackle any specific problems identified and only if it is established that better enforcement of existing rules is not sufficient to address these.

In our approach to online platforms, we will be guided by the following principles:
a level-playing field for comparable digital services
responsible behaviour of online platforms to protect core values,
transparency and fairness for maintaining user trust and safeguarding innovation,
open and non-discriminatory markets in a data-driven economy.

What does the Commission propose to do?

In line with the principles set forth in the Communication on Online Platforms, the next steps related are:
A level-playing field for comparable digital services
A review of of EU telecoms legislation, and of the e-Privacy Directive are expected by the end of the 2016. As part of its review of EU telecoms rules the Commission is looking at partial deregulation of traditional communication services, where they face competition from platforms and other digital players, and at the merits of applying certain communications-specific rules to all comparable services to better protect users. In the new e-Privacy Directive the Commission will consider, for example, extending data protection obligations currently applicable only to telecoms companies to platforms.

Ensuring that online platforms behave responsibly
In the third quarter of 2016, the Commission will propose a copyright reform package aiming to achieve a fairer allocation of value generated by the online distribution of copyright-protected content by online platforms providing access to such content.
In relation to the liability regime of online intermediaries established by the e-Commerce Directive, the Commission will assess:
o the need for guidance on the liability of online platforms when putting in place voluntary measures to fight illegal content online [starting in the second half of 2016], and
o the need for a formal notice-and-action procedures [after taking due account of the updated audiovisual media and copyright frameworks].

In addition to revised audiovisual media rules, the Commission will further encourage coordinated EU-wide self-regulatory efforts by online platforms in tackling illegal content online. The Commission is currently discussing with IT companies on a code of conduct on combatting hate speech online.
Fostering trust, transparency and ensuring fairness
In view of informing and empowering citizens and consumers:
o The Commission will further promote interoperability actions, including through issuing principles and guidance on secure electronic identifications (eID) interoperability at the latest by 2017.
o The Commission will encourage industry to step up voluntary efforts, which it will help in framing, to prevent trust-diminishing practices (in particular, but not limited to, tackling fake or misleading online reviews) and monitor the implementation of the self-regulatory principles agreed on comparison websites and apps.
o The Commission will continue the ongoing evaluation (REFIT) of key pieces of EU market and consumer law and their application to online platforms and collaborative economy.
In view of safeguarding a fair and innovation-friendly business environment, the Commission will launch a targeted fact-finding exercise of business-to-business practices in the online platforms environment. By spring 2017 the Commission will determine if additional EU action is necessary.

Keeping markets open and non-discriminatory to foster a data-driven economy

The free-flow-of-data initiative (due for the end of 2016) will consider options for effective approaches, including technical standards, to facilitate switching and portability of data among different online platform and cloud computing services, both for business and private users. In this context, the Commission will also examine the potential barriers to a single EU data market that may arise from legal uncertainties regarding the ownership and usability of — or access to — data, including issues related to application programming interfaces.

What about the liability regime in the e-Commerce Directive?

The e-Commerce Directive foresees that internet intermediary service providers should not be liable for the content that they hold and transmit passively. At the same time when illegal content is identified, intermediaries should take effective action to remove it, whether it be information that is illegal (e.g. terrorism/child abuse) or information that infringes the property rights of others (e.g. copyright).

Today’s Communication on platforms does not propose any changes to the liability regime in the e-Commerce Directive. The Commission will not oblige online platforms to generally monitor content. As a complement, the Commission will, however, look into the possibility to tackle illegal content also by voluntary and self-regulatory action.

However, the Commission’s stakeholder consultation indicated the need to explore potential problems for platforms when putting in place voluntary measures to fight illegal content online and further review the need for a clarification of the notice-and-action procedures. The Commission will therefore undertake further analysis in the coming year to explore whether EU action is warranted in these areas.

How will you address people’s concerns about how platforms use their data?

Access to data spurs efficiency and innovation. However, many people are concerned about data collection and want to know what data is collected and how it is shared and used. The Commission believes platforms need to respond to these concerns and comply with existing data protection rules. The Commission also believes that improved enforcement of current rules as well as better compliance will increase trust.

The Commission will also promote interoperability actions and encourage platforms to recognise electronic identifications (eID), in particular those identified under the Regulation on electronic identification and trust services for electronic transactions in the internal market (eIDAS), to improve consumer and data protection.

How will you address issues relating to potential unfair practices in business-to-business relations?

The results of the public consultation on platforms highlighted a number of concerns from suppliers about allegedly “unfair” practices e.g. platforms imposing unfair terms and conditions, in particular for access to important data bases; platforms refusing access to markets or essential business data necessary for suppliers; platforms promoting their own service to the disadvantage of third-party supplier.

Beyond the application of competition policy which addresses competition between market players, it is vital that more evidence is obtained on the prevalence of such “unfair” trading practices. This is all the more important in light of the fact that some Member States are already in the process of introducing or considering the introduction of platform-specific measures to address some of these unfair trading practices, risking fragmentation of the Digital Single Market. In order to assess the extent of any potential problems we will, therefore, further engage with public authorities and stakeholders to find out more about such practices in the online platform world and will decide if further action to address fairness in business-to-business relations is necessary in 2017.

NEW YORK and BURBANK — Emmy®-winning talk show host, producer and social media powerhouse Ellen DeGeneres is continuing her expansion into the original digital content business in a significant way with the announcement of the creation of the Ellen Digital Network and the unveiling of its first-ever programming slate today at the 2016 Digital Content NewFronts. An Ellen Digital Ventures initiative launched in partnership with the Warner Bros. Television Group, the Ellen Digital Network will build upon the success of Ellen’s digital destination ellentube and The Ellen DeGeneres Show website EllenTV.com, as well as her official YouTube channel, wildly popular social media following and popular game Heads Up! to create a robust, premium cross-platform advertising and integration opportunity for brands to associate with the compelling and engaging original content Ellen produces and distributes, in a positive, high-quality environment.

The Ellen Digital Network will curate all aspects of the Ellen brand combined with original programming and user-generated content. The Ellen Digital Network has signed a content development deal with social media superstar Tyler Oakley, with Ellen and Tyler set to collaborate on a range of original digital projects with an aim toward developing projects for television as well.

In addition to the content partnership with Oakley, the inaugural Ellen Digital Network programming slate will feature an original Damn, Daniel series for Snapchat; Ellen’s Pet Dish, an animated series featuring Ellen’s pets from Warner Bros.’ digital production studio Blue Ribbon Content; the return of 4-year-old viral sensation Brielle; new episodes of Dance Challenge; #MadeByYou, featuring the best user-generated content from ellentube; and popular Ellen Show game Epic or Fail; and more.

Ellen DeGeneres said: “I’m so excited for the Ellen Digital Network. I’ll get to showcase amazing talents like Tyler Oakley and tWitch. Plus, I’ll finally prove to the world that my pets can speak in human voices.”

Content Slate

Damn, Daniel Boyz: Ellen teams up with Damn, Daniel creators Joshua Holz and Daniel Lara for an all-new original series featuring the Internet phenomenon debuting on Snapchat later this year.

Ellen’s Pet Dish: From Warner Bros.’ digital production unit Blue Ribbon Content, Ellen’s Pet Dish is an all-new animated series that will take viewers behind the scenes at Ellen’s home. What do Ellen and Portia’s beloved pets do all day while Ellen and Portia are away? They watch TV of course! Ellen’s Pet Dish chronicles their animated adventures, sassy small talk and comedic commentary on clips from The Ellen DeGeneres Show. There might even be some pet guest stars stopping by…

She’s Brielle-iant: This original series for ellentube features 4-year-old whiz kid and The Ellen DeGeneres Show favorite Brielle Milla showcasing her smarts on topics ranging from science’s periodic table to the human body, world countries, experiments and more. The first She’s Brielle-iant episode generated more than 18 million views.

tWitch & Allison’s Dance Challenge: Young dancers go head-to-head for the opportunity of a lifetime in this dance-competition series hosted and judged by famed choreographers Stephen “tWitch” Boss (The Ellen DeGeneres Show DJ) and his wife, Allison Holker of Dancing with the Stars. The first original series for ellentube, tWitch & Allison’s Dance Challenge features six incredible kid dancers vying for a chance to perform on an episode of Ellen. The series has generated more than four million video views to date.

#MadeByYou: From sleepy pets to mess-making toddlers and more, Ellen loves sharing the best videos sent in by her TV show viewers and online fans. Ellen’s team curates the best of these clips to create weekly episodes of #MadeByYou which debut on ellentube. In addition to the user-generated content, compilations also feature best-of moments from The Ellen DeGeneres Show, selected by Ellen and her production team. Episodes currently have more than 32 million views.

Epic or Fail: Ellen’s favorite game to play on her show has become a new series for ellentube, hosted by beloved shorts-wearing Ellen Show staffer Andy Zenor. The program showcases user-generated videos and allows viewers to play along in real time, guessing whether the results of the stunts in the videos will be an epic success or a massive fail.
Reach of the Ellen Digital Network

The Ellen Digital Network will harness the power of Ellen’s massive audience online and in social media, where she consistently ranks as the top TV personality, and continues to grow at a record-setting pace. Ellen ranks as the #1 creator of digital content online, with more than 1.1 billion total cross-platform views according to Tubular’s November 2015 survey.

On YouTube, TheEllenShow channel averages more than 300 million views per month from its nearly 16 million subscribers; it has generated more than 8.5 billion video views overall
On Twitter, @TheEllenShow boasts more than 59 million followers, ranking as the #1 most-followed TV personality (and #7 on all of Twitter)
Ellen ranks as the #1 TV host on Facebook, with more than 24 million “likes” for the show’s official page at www.facebook.com/ellentv and more than one billion video views to date
On Instagram, @TheEllenShow ranks as the #1 TV show, with more than 28 million followers
On Snapchat, Ellen averages a million views per day
On Vine, Vine.co/Ellen has 3.5 million followers and nearly 340 million views to date.
In social gaming, Ellen’s Heads Up! app ranked as the #1 paid game app of 2014 and 2015 in Apple’s App Store and has more than 24 million downloads to date; follow-up game Heads Up! Kids launched last week and hit #1 this past weekend
Video destination ellentube.com and official talk show website EllenTV.com generate more than 105 million page views monthly

About Ellen Digital Ventures
Ellen Digital Ventures (EDV) is a business initiative created by Ellen DeGeneres and the Warner Bros. Television Group that extends Ellen’s award-winning television franchise into a robust digital business, leveraging her vast social and gaming audiences. ellentube is an EDV venture, focused on the growing shortform video space, delivering fresh entertainment daily to mobile users globally. Psych! is the first free-to-play game to launch from EDV, following on the success of Heads Up!, which was the #1 Paid App of 2015 in Apple’s App Store. Founded in 2014, EDV is headed by digital industry veteran Jill Braff, who serves as General Manager and works in conjunction with Ellen show executive producers Mary Connelly, Ed Glavin, Andy Lassner and Kevin A. Leman II.

UNESCO and the European Commission have renewed their partnership to strengthen freedom of expression and media freedom in South East Europe and Turkey. The new project, Building Trust in media in South East Europe and Turkey, will last 36 months starting in early 2016. The European Commission is contributing 1,500,000 Euros to support media self-regulation mechanisms, promote media internal governance and foster media and information literacy (MIL) in the region.

“This project is a direct follow-up of the previous successful project, Media Accountability in South East Europe and Turkey, and aims at further supporting professional and ethical journalism and boosting civil society’s demand for quality media”, said UNESCO’s Deputy Director-General, Getachew Engida. “UNESCO looks forward implementing this new project, which is part of our Organization’s broader strategy to support and promote freedom of expression in South East Europe and Turkey,” he added.

The new project aims to build trust and restore confidence in the media in South East Europe and Turkey. At a time when worsening economic conditions form a temptation for media outlets to deviate from professional practices, media self-regulation mechanisms need to be further strengthened and established in countries where they do not yet exist. This is a necessary condition to prevent the risk of professional ethics being compromised for the sake of obtaining public or commercial funding. It is also a necessary condition to increase the quality of information transmitted to society.

In line with the guidelines for EU support to media freedom and media integrity in the enlargement countries, the project will also seek to improve the internal governance of media organizations based on the commitment of media owners and editors to respect clearly defined professional and labour standards. Moreover, the project involves empowering people through media information literacy competencies, ensuring that all members of the public can make informed choices in their everyday lives and can learn to participate in and contribute to governance processes.

The project will be carried out in Albania, Bosnia and Herzegovina, the Former Yugoslav Republic of Macedonia, Montenegro, Serbia Turkey, and Kosovo (UNSCR 1244). Partnerships with various organizations are foreseen with the press councils in South East Europe, the European Federation of Journalists, the Ethical Journalism Network or the South East European Network for Professionalization of Media, among others.

Both UNESCO and EU have declared freedom of expression to be a strategic priority in a Memorandum of Understanding signed in October 2012 to enhance cooperation between them.

The Department of Justice’s Antitrust Division filed a civil antitrust lawsuit today in the U.S. District Court of the District of Columbia challenging Gray Television, Inc.’s proposed acquisition of Schurz Communication, Inc., and simultaneously filed a proposed settlement that would resolve the competitive harm alleged in the lawsuit.

The division alleged that the proposed transaction would have eliminated head-to-head competition between Gray’s and Schurz’s television stations for the business of local and national advertisers on television stations in South Bend, Indiana, and Wichita, Kansas. The division determined that elimination of this competition would have resulted in higher prices and lower quality services to broadcast television spot advertisers in these markets. The proposed settlement – which must be approved by the court – requires Gray to divest two television stations – the CBS-affiliated WSBT-TV in South Bend and the ABC-affiliated KAKE-TV in Wichita – to department-approved buyers.

“We remain vigilant in protecting competition in local television markets,” said Assistant Attorney Bill Baer of the Justice Department’s Antitrust Division. “Combining these stations under common ownership would have made it more costly for advertisers to communicate with consumers. The antitrust laws render those transactions unlawful.”

Gray is incorporated in the state of Georgia, with its headquarters in Atlanta. Schurz is a privately owned company, with its headquarters in Mishawaka, Indiana. Both Gray and Schurz operate broadcast television stations in various metropolitan areas throughout the United States.

As required by the Tunney Act, the proposed settlement, along with the department’s competitive impact statement, will be published in the Federal Register. Any person may submit written comments concerning the proposed settlement during a 60-day comment period to David Kully, Chief, Litigation III Section, Antitrust Division, U.S. Department of Justice, 450 Fifth Street, N.W., Fourth Floor, Washington, D.C. 20530. At the conclusion of the 60-day comment period, the court may enter the final judgment upon a finding that it serves the public interest.

SUNNYVALE, Calif.– Yahoo! Inc. (YHOO) today announced that its Board of Directors, after careful review and consideration of how to best drive long-term value for shareholders, has unanimously decided to suspend work on the pending plan, announced in January of 2015, to spin off the company’s remaining holdings in Alibaba Group Holding Limited (BABA). The Board will now evaluate alternative transaction structures to separate the Alibaba stake, focusing specifically on a reverse of the previously announced spin transaction.

In the reverse spin off, Yahoo’s assets and liabilities other than the Alibaba stake would be transferred to a newly formed company, the stock of which would be distributed pro rata to Yahoo shareholders resulting in two separate publicly-traded companies.

“We believe that the previously announced spin off would be tax free to Yahoo and its shareholders,” said Maynard Webb, Chairman of Yahoo’s Board of Directors. “However, in consideration of developments since the original spin off plan was announced and after significant deliberations, we are suspending work on the Aabaco spin off. Among other factors, we were concerned about the market’s perception of tax risk, which would have impaired the value of Aabaco stock until resolved. Informed by our intimate familiarity with Yahoo’s unique circumstances, the Board remains committed to accomplishing the significant business purposes and shareholder benefits that can be realized by separating the Alibaba stake from the rest of Yahoo. To achieve this, we will now focus our efforts on the reverse spin off plan.”

“In addition to our efforts to increase value and diminish uncertainty for investors, the ultimate separation of our Alibaba stake will be important to our continued business transformation,” said Marissa Mayer, CEO of Yahoo. “In 2016, we will tighten our focus and prioritize investments to drive profitability and long-term growth. A separation from our Alibaba stake, via the reverse spin, will provide more transparency into the value of Yahoo’s business.”

The reverse spin off is expected to require, among other things, third party consents, preparation of audited financial statements, shareholder approval, and SEC filings and clearance, including under the Investment Company Act of 1940. While the company intends to move expeditiously to complete the transaction, it is advised that complex transactions of this kind can take a year or more to conclude.

About Yahoo
Yahoo is a guide focused on making users’ digital habits inspiring and entertaining. By creating highly personalized experiences for our users, we keep people connected to what matters most to them, across devices and around the world. In turn, we create value for advertisers by connecting them with the audiences that build their businesses. Yahoo is headquartered in Sunnyvale, California, and has offices located throughout the Americas, Asia Pacific (APAC) and the Europe, Middle East and Africa (EMEA) regions. For more information, visit the pressroom (pressroom.yahoo.net) or the Company’s blog (yahoo.tumblr.com).

MTN wishes to clarify and place on record that the company continues to engage constructively with Nigerian authorities at all levels.

However, the company has noted, with concern, the speculation and false information in the media. MTN particularly cautions against reports purporting that the company has agreed a resolution with the NCC on the fine. It is false as no resolution has yet been reached. MTN continues to engage the authorities in Nigeria on this matter.

To this end, all stakeholders are reminded that MTN will inform them of any material developments in our engagements with Nigerian authorities via the Stock Exchange News Service of the JSE Limited (SENS). Shareholders have also been asked to exercise caution when reacting to information that has not been released by the company.

It is also important to note that MTN has operated in Nigeria for over a decade. In this time, and as in the other markets where we have a presence, MTN has conducted its business in accordance with established principles related to sound corporate governance.

As a company which owes its founding and growth to the emerging world, we are conscious of our responsibility to invest in the growth of local economies and development of communities wherever we operate. Nigeria is no different. Since launching more than a decade ago, we have made significant investments in connecting customers to our network. We take these responsibilities and obligations very seriously.

In conducting our business, MTN is always mindful that our growth has not only been due to the success of our commercial propositions. We therefore remain committed to maintaining solid partnerships with regulators, governments, communities and our markets, including in Nigeria, to build a sustainable industry that contributes to the growth of local economies.

MTN wishes to inform the market that MTN’s Chief Executive Officer, Mr Sifiso Dabengwa has resigned.

“Due to the most unfortunate prevailing circumstances occurring at MTN Nigeria, I, in the interest of the Company and its shareholders, have tendered my resignation with immediate effect,” stated Sifiso Dabengwa.

Nhleko, the current Non-executive Chairman has agreed to act as Executive Chairman for a maximum period of 6 months while the Company identifies a successor for Mr Dabengwa.

Nhleko is no stranger to the business as he served as Non-executive Director and Chairman of MTN from July 2001 until June 2002 and thereafter as an executive director, Group President and CEO until March 2011. He has subsequently chaired the Group in a Non-executive capacity for the past two and a half years (29 May 2013).

“I will assume responsibility as Executive Chairman for the next 6 months as I proactively deal with the Nigerian regulator and will continue to work with them in addressing the issues around unregistered subscribers as a matter of urgency,” commented Nhleko.

To ensure compliance with King III, Mr. Alan van Biljon will continue to serve as the Lead Independent Director on the MTN board of directors (“MTN Board”) whilst Mr. Nhleko takes over executive responsibility.

“Together with the MTN Board, my second priority will be to find an appropriate Chief Executive Officer to take MTN forward. I will then revert to my Non-executive Chairman role,” concluded Nhleko.

Stakeholders are reminded that MTN will continue to inform them of any material engagements with the Nigerian authorities via the Stock Exchange News Service of the JSE Limited (SENS).

Shareholders are advised to continue to exercise caution when dealing in the Company’s securities until a further announcement is made.

About the MTN Group
Launched in 1994, the MTN Group is a leading emerging market operator, connecting subscribers in 22 countries in Africa, Asia and the Middle East. The MTN Group is listed on the JSE Securities Exchange in South Africa under the share code: “MTN.” As of 30 September 2015, MTN recorded 233 million subscribers across its operations in Afghanistan, Benin, Botswana, Cameroon, Cote d’Ivoire, Cyprus, Ghana, Guinea Bissau, Guinea Republic, Iran, Liberia, Nigeria, Republic of Congo (Congo-Brazzaville), Rwanda, South Africa, Sudan, South Sudan, Swaziland, Syria, Uganda, Yemen and Zambia. Visit us at, WWW.MTNBUSINESS.COM and WWW.MTN.COM

New York, NY – LATAM Airlines Group, which operates the LAN and TAM brands, has chosen Interpublic Group (NYSE: IPG) as its new global agency network for markets in the Americas, Europe and Oceania where the company operates.

Five large agency holding companies participated in a competitive review, which began in March of this year. The selection process considered the presence of each agency’s network in the region where LATAM Airline Group companies operate; the history of work/contact with the groups; structure, governance and résumé; client and partner feedback; the level of complexity in inserting each agency into the daily activities of LAN and TAM; tools available and utilized by each group; and, finally, their performance on a test case, with a creative and strategic exercise.

“Each of the groups presented excellent proposals and we are very happy with the conclusion of this process. Our next big challenge is launching the LATAM brand in the first half of 2016. Now, we will focus our efforts on promoting IPG’s immersion into our company’s culture and implementing a global work plan. We have joined forces with our current partners to ensure all ongoing projects reach completion by the end of the year,” said Jerome Cadier, VP of Marketing at LATAM Airlines Group.

LATAM’s new marketing and communications partner will be responsible for planning, creative, media, performance, social networks and CRM in the 24 countries where TAM and LAN currently operate. The IPG solution revolves around an integrated, bespoke agency team – named Graphene – that will be fully dedicated to LATAM Airlines.

The IPG team will be led by McCann Worldgroup and IPG Mediabrands, and includes talent and tools from McCann, Initiative, Reprise, Cadreon, MRM//McCann and Craft, as well as from a senior IPG corporate executive. Key to the model’s design is its flexibility and access to the full range of communication services from across IPG worldwide.

Graphene will provide unified, integrated marketing communication services in all geographies that LATAM Airlines Group operates, ensuring the brand is efficiently and effectively brought to life. With this new service model, LATAM Airlines Group will simplify processes, improve coordination and communication between different countries, and streamline the use of resources – all designed to ensure more consistent, integrated, and valuable marketing programs.

Michael I. Roth, Chairman and CEO of Interpublic Group, said, “We are honored to have been named by LATAM Airlines Group and look forward to the opportunity to make significant contributions to building their business. This kind of integrated model is one that we have championed at our company, through our customized “open architecture” solutions, and one with which our clients have seen great success. It’s an approach that’s ideal for a progressive company like LATAM Airlines Group, in that it will enhance their ability to reach consumers with consistent, powerful and targeted brand message, across marketing channels and geographic borders.”

# # #

About LATAM Airlines Group S.A.

LATAM Airlines Group S.A. is the new name given to LAN Airlines S.A. as a result of its association with TAM S.A. LATAM Airlines Group S.A. now includes LAN Airlines and its affiliates in Peru, Argentina, Colombia and Ecuador, and LAN Cargo and its affiliates, as well as TAM S.A. and its subsidiaries TAM Linhas Aereas S.A., including its business units TAM Transportes Aereos del Mercosur S.A., (TAM Airlines (Paraguay)) and Multiplus S.A. This association creates one of the largest airline groups in the world in terms of network connections, providing passenger transport services to about 140 destinations in 24 countries and cargo services to about 144 destinations in 26 countries, with a fleet of 318 aircraft. In total, LATAM Airlines Group S.A. has approximately 53,000 employees and its shares are traded in Santiago, as well as on the New York Stock Exchange, in the form of ADRs, and Sao Paulo Stock Exchange, in the form of BDRs.

Each airline will continue to operate under their current brands and identities. For any inquiry of LAN or TAM, please visit www.lan.com or www.tam.com.br, respectively. Further information at www.latamairlinesgroup.net

About Interpublic
Interpublic is one of the world’s leading organizations of advertising agencies and marketing services companies. Major global brands include BPN, Craft, FCB (Foote, Cone & Belding), FutureBrand, Golin, Huge, Initiative, Jack Morton Worldwide, MAGNA GLOBAL, McCann, Momentum, MRM//McCann, Mullen Lowe Group, Octagon, R/GA, UM and Weber Shandwick. Other leading brands include Avrett Free Ginsberg, Campbell Ewald, Carmichael Lynch, Deutsch, Hill Holliday, ID Media and The Martin Agency. For more information, please visit www.interpublic.com.