News Corp board expected to approve split

A sign is seen outside News Corporation building in New York, June 27, 2012.

REUTERS - Rupert Murdoch will oversee one of the most important board meetings of his more than 40-year career on Wednesday afternoon as News Corp (NWSA.O) directors vote on whether to divide the $60 billion media conglomerate into two separate publicly traded companies.

Most of the board members will meet at News Corp's Sixth Avenue headquarters in Midtown Manhattan, but several will have to phone in to the hastily arranged meeting.

Ever unpredictable, Murdoch, after years of resisting calls by some large shareholders to spin out or sell off the company's slow-growth -- and in some cases, money-losing -- newspapers, decided to propose the move rather suddenly.

"As recently as a month ago he was still saying no way would he do this," said one News Corp insider with knowledge of the internal conversations.

News Corp's terse statement Tuesday said only that it was "considering" splitting the company. While that may have given the impression that the process was still at an early stage, both long-time Murdoch watchers and insiders expect an announcement imminently.

According to people familiar with the matter, News Corp has already enlisted investment banks JP Morgan, Goldman Sachs and Centerview to advise on a process.

The board, long criticized for being dominated by Murdochs or beholden to them, is expected to approve the split. It was not immediately clear if it will be put to a shareholder vote. Even if it is, Murdoch controls just under 40 percent of the vote and would likely have no problem getting the extra 10 percent needed.

Given that, Wall Street and others see today's meeting as little more than a formality.

"It sounds pretty well along," said Canaccord Genuity Inc analyst Thomas Eagan.

The process of separating the company's broadcast, cable and film assets from its publishing and education operations stands to be complicated by issues such as regulatory and tax implications and could take up to a year to complete.

The most speculation revolves around how Murdoch handles the reassigning of his top executives, including his three adult children associated with the company.

With the company predicted to be split between its struggling publishing business and its much larger, faster-growing entertainment business, the majority of the big names are anticipated to jockey for key roles on the entertainment side.

Chase Carey, News Corp's current No. 2, is widely seen as the likely CEO designate for the entertainment business. Liz Murdoch and James Murdoch are expected to report to him. That could raise questions about the current heads of the Fox TV business, Peter Rice and Kevin Reilly.

Less clear is who would run the publishing business. One obvious candidate is Joel Klein, the former New York City chancellor for education who joined News Corp last year to run its new education business, which so far consists only of Wireless Generation, a digital company for schools. Murdoch's eldest son, Lachlan, a former New York Post publisher and currently a director, is another prospect.

Eagan believes News Corp stock has room to rise even with an 11 percent gain since news of the split plans broke Tuesday.

"News Corp is still trading below its peers at 6.5 times EBITDA, even after you take out the publishing business and the expected litigation costs," said Eagan.

(Reporting by Yinka Adegoke; Editing by Peter Lauria and Prudence Crowther)