Dow Jones board endorses Murdoch bid/Murdoch reaches tentative Dow Jones deal
Dow Jones board endorses Murdoch bid
By Joshua Chaffin in New York
Copyright The Financial Times Limited 2007
Published: July 17 2007 02:20 | Last updated: July 18 2007 05:57
The board of Dow Jones has given its backing to a $5bn offer from Rupert Murdoch’s News Corp although directors representing the Bancroft family appeared divided over the proposal.
The board’s decision, after a three-hour meeting on Tuesday night, clears a major hurdle for Mr Murdoch in his quest to take over the publisher of the Wall Street Journal newspaper.
Joshua Chaffin on the Bancroft family’s coming decision over News Corp’s buyout proposal
However, Mr Murdoch must still gain the support of members of the Bancroft family, which controls 64 per cent of Dow Jones’ voting power, in order to close a deal. The Bancrofts have wavered since Mr Murdoch first made his $60-per-share offer three months ago, with some members saying they would not sell to the News Corp chief executive at any price.
Their ambivalence was apparent at Tuesday night’s meeting. Of the family’s four representatives on the company’s 16-member board, one, Christopher Bancroft, left the meeting early and did not vote, and another, Leslie Hill, abstained, according to a person familiar with the matter.
Two other family directors, Elizabeth Steele and Michael Elefante, the Boston-based lawyer who presides over many of the Bancroft trusts, gave their support to the News Corp offer.
One other Dow Jones director, Dieter von Holtzbrinck, also abstained from the vote.
In a statement last night, Dow Jones said the board was “prepared to approve and recommend” the proposed deal to company stockholders “including the Bancroft family stockholders.”
The statement also said that News Corp would require family members to promptly indicate their willingness to support a deal. People familiar with the matter said that Mr Murdoch was pushing for a swift resolution of the matter and that the offer could be withdrawn if deliberations drag on.
The board vote came after News Corp on Monday reached agreement on a tentative deal with a special committee of Dow Jones directors that included Richard Zannino, the company’s chief executive.
Mr Murdoch resisted pressure to raise his offer of $60 per share, which represents a 65 per cent premium to the level at which Dow Jones shares had been previously trading, and values the company at $5bn.
People close to the negotiations indicated this week that it remained unclear where the Bancrofts stand. The situation is complicated by the fact that there are about 35 adult members of the family and they do not have to vote their shares as a block.
In recent days, Ms Hill and Christopher Bancroft have sought to find alternatives to Mr Murdoch, reaching out to other potential suitors and trying to raise money to buy out certain family members. Those efforts do not appear to have gained much traction, according to people close to the matter.
Some observers believe that Mr Elefante could play a key role in shaping the Bancrofts’ ultimate views. He is expected to brief family members on the offer later this week.
Murdoch reaches tentative Dow Jones deal
By Joshua Chaffin and Aline van Duyn in New York
Copyright The Financial Times Limited 2007
Published: July 17 2007 02:20 | Last updated: July 17 2007 04:42
Dow Jones directors are expected to begin formal deliberations on a $5bn offer from Rupert Murdoch’s News Corp on Tuesday evening, according to people familiar with the matter.
The review follows the reaching of a tentative agreement late Monday between a special committee of the board of Dow Jones, the publisher of the Wall Street Journal, and News Corp negotiators.
The Dow Jones group, which included Richard Zannino, chief executive, failed to persuade Mr Murdoch to raise his offer above $60 a share, it is understood.
In addition to price, the two sides also discussed the possibility of nominating Paul Steiger, the Journal’s former managing editor, to take a seat on News Corp’s board of directors.
If the News Corp offer secures backing from the full board, it would then require approval from members of the Bancroft family, who control 64 per cent of Dow Jones’ voting power.
The family includes about 35 adults, and they do not have to vote their shares as a block. That has led some observers to predict that their deliberations could take a week or longer.
Some Bancrofts remain staunchly opposed to selling to Mr Murdoch at any price, fearing he would tarnish the journalistic integrity of a company they have overseen for more than a century.
In an effort to head off a sale, they have launched efforts in recent days to line up other potential suitors, or raise financing to allow certain family members to cash out their inheritance without losing control of the company. But those efforts do not appear to have gained traction, according to people familiar with the matter.
Dow Jones, News Corp and a Bancroft spokesman declined to comment on Monday.
Mr Murdoch’s offer, delivered in mid-April, represents a 65 per cent premium for Dow Jones, and values the company at $5bn. The Bancrofts initially opposed it, but later opted to reconsider.
Several people close to the negotiations expect this week to be a crucial period in determining whether News Corp will prevail. The two sides only recently began to discuss price after bargaining for weeks over a set of editorial safeguards intended to protect the Journal’s editorial independence in the event of a sale.
By Joshua Chaffin in New York
Copyright The Financial Times Limited 2007
Published: July 17 2007 02:20 | Last updated: July 18 2007 05:57
The board of Dow Jones has given its backing to a $5bn offer from Rupert Murdoch’s News Corp although directors representing the Bancroft family appeared divided over the proposal.
The board’s decision, after a three-hour meeting on Tuesday night, clears a major hurdle for Mr Murdoch in his quest to take over the publisher of the Wall Street Journal newspaper.
Joshua Chaffin on the Bancroft family’s coming decision over News Corp’s buyout proposal
However, Mr Murdoch must still gain the support of members of the Bancroft family, which controls 64 per cent of Dow Jones’ voting power, in order to close a deal. The Bancrofts have wavered since Mr Murdoch first made his $60-per-share offer three months ago, with some members saying they would not sell to the News Corp chief executive at any price.
Their ambivalence was apparent at Tuesday night’s meeting. Of the family’s four representatives on the company’s 16-member board, one, Christopher Bancroft, left the meeting early and did not vote, and another, Leslie Hill, abstained, according to a person familiar with the matter.
Two other family directors, Elizabeth Steele and Michael Elefante, the Boston-based lawyer who presides over many of the Bancroft trusts, gave their support to the News Corp offer.
One other Dow Jones director, Dieter von Holtzbrinck, also abstained from the vote.
In a statement last night, Dow Jones said the board was “prepared to approve and recommend” the proposed deal to company stockholders “including the Bancroft family stockholders.”
The statement also said that News Corp would require family members to promptly indicate their willingness to support a deal. People familiar with the matter said that Mr Murdoch was pushing for a swift resolution of the matter and that the offer could be withdrawn if deliberations drag on.
The board vote came after News Corp on Monday reached agreement on a tentative deal with a special committee of Dow Jones directors that included Richard Zannino, the company’s chief executive.
Mr Murdoch resisted pressure to raise his offer of $60 per share, which represents a 65 per cent premium to the level at which Dow Jones shares had been previously trading, and values the company at $5bn.
People close to the negotiations indicated this week that it remained unclear where the Bancrofts stand. The situation is complicated by the fact that there are about 35 adult members of the family and they do not have to vote their shares as a block.
In recent days, Ms Hill and Christopher Bancroft have sought to find alternatives to Mr Murdoch, reaching out to other potential suitors and trying to raise money to buy out certain family members. Those efforts do not appear to have gained much traction, according to people close to the matter.
Some observers believe that Mr Elefante could play a key role in shaping the Bancrofts’ ultimate views. He is expected to brief family members on the offer later this week.
Murdoch reaches tentative Dow Jones deal
By Joshua Chaffin and Aline van Duyn in New York
Copyright The Financial Times Limited 2007
Published: July 17 2007 02:20 | Last updated: July 17 2007 04:42
Dow Jones directors are expected to begin formal deliberations on a $5bn offer from Rupert Murdoch’s News Corp on Tuesday evening, according to people familiar with the matter.
The review follows the reaching of a tentative agreement late Monday between a special committee of the board of Dow Jones, the publisher of the Wall Street Journal, and News Corp negotiators.
The Dow Jones group, which included Richard Zannino, chief executive, failed to persuade Mr Murdoch to raise his offer above $60 a share, it is understood.
In addition to price, the two sides also discussed the possibility of nominating Paul Steiger, the Journal’s former managing editor, to take a seat on News Corp’s board of directors.
If the News Corp offer secures backing from the full board, it would then require approval from members of the Bancroft family, who control 64 per cent of Dow Jones’ voting power.
The family includes about 35 adults, and they do not have to vote their shares as a block. That has led some observers to predict that their deliberations could take a week or longer.
Some Bancrofts remain staunchly opposed to selling to Mr Murdoch at any price, fearing he would tarnish the journalistic integrity of a company they have overseen for more than a century.
In an effort to head off a sale, they have launched efforts in recent days to line up other potential suitors, or raise financing to allow certain family members to cash out their inheritance without losing control of the company. But those efforts do not appear to have gained traction, according to people familiar with the matter.
Dow Jones, News Corp and a Bancroft spokesman declined to comment on Monday.
Mr Murdoch’s offer, delivered in mid-April, represents a 65 per cent premium for Dow Jones, and values the company at $5bn. The Bancrofts initially opposed it, but later opted to reconsider.
Several people close to the negotiations expect this week to be a crucial period in determining whether News Corp will prevail. The two sides only recently began to discuss price after bargaining for weeks over a set of editorial safeguards intended to protect the Journal’s editorial independence in the event of a sale.
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