NEW YORK, PARIS: News Corporation and Telecom Italia have signed a definitive agreement with Vivendi Universal and the Canal+ Group to acquire Telepiu, the Italian pay-TV business.

The transaction consideration at signing is 920 million, consisting of the assumption of up to 450 million in debt and a cash payment of 470 million for the shares of Telepiu. This cash payment will be adjusted downward by the amount of outstanding accounts payable at closing. As of today, the accounts payable stand at approximately 200 million. It is anticipated that at closing, total consideration before the accounts payable adjustment will be 893 million, reflecting continuing debt reduction at Telepiu between the signing of today's agreement and the anticipated closing.

The acquisition, which is subject to regulatory approval, is expected to be completed by the end of the calendar year, whereupon Telepiu will be combined with Stream, the Italian pay-TV platform jointly owned by News Corporation and Telecom Italia, and renamed Sky Italia. News Corporation will hold an 80.1 per cent equity interest in Sky Italia, and Telecom Italia will hold a 19.9 percent equity interest.

The acquisition consideration includes the various rights to telecast certain future Italian soccer matches, which have previously been paid for by Telepiu, as well as the rights to two terrestrial television licenses. The combined platform will be required to sell the terrestrial television station licenses. As part of the acquisition agreement, all litigation between the parties, including Streams litigation against Telepiu and Canal+s litigation against NDS, will be suspended immediately and permanently withdrawn when the transaction closes.

J.P. Morgan and Mediobanca have acted as financial advisers to News Corporation in connection with this transaction. Lehman Brothers have acted as financial advisers to Vivendi Universal.