The deal will double the stake of News Corp's Australian arm in dominant pay-TV operator Foxtel to 50 percent and give it 100 percent of content provider Fox Sports, increasing its pay-TV exposure at the same time as it cuts costs at its print operations.

Consolidated Media said shareholders at a meeting on Wednesday voted 99.9 percent in favor of the takeover.

Its board had backed the offer.

"Foxtel and Fox Sports are going to be two cornerstone assets in the News Corp publishing business after the demerger, and I assume the market will put fairly healthy multiples on those assets," said Citi analyst Justin Diddams.

News Corp announced plans in June to split the $60 billion media conglomerate into two publicly traded companies, publishing and entertainment. The split will take about a year to complete.

The publishing arm will include Australian newspaper The Australian, UK newspapers The Times and The Sun, The Wall St Journal, book publisher Harper Collins, and pay-TV assets including Fox Sports, Foxtel and Sky TV New Zealand.

After the takeover of Consolidated, pay-TV -- including affiliates such as Foxtel -- would contribute 39 percent of News Corp's publishing company revenues in fiscal 2014, CLSA analyst Digby Gilmour said in a note to clients last week.

Gilmour estimated that Fox Sports would contribute 11 percent of publishing group earnings before interest, tax and depreciation in fiscal 2014, while the half-share of Foxtel would contribute 17 percent.

The Consolidated Media deal also clears the way for billionaire James Packer, who held a 50.1 percent stake in the firm, to exit his last big media venture as he focuses on gambling.

Packer, who has built stakes in casinos in Australia, London and Macau, owns casino group Crown Ltd which is hoping to build a casino in Sydney, the second casino for the city.

News Corp's Australian listed shares rose 0.3 percent, while the broader market rose 0.7 percent. ($1 = 0.9644 Australian dollars)

(Additional reporting by Miranda Maxwell; Editing by Richard Pullin)

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