Tag: Dow Jones

Here is the full text of the press release issued this morning by News Corp. and Dow Jones. Dow Jones officials told us today that it was too early to know what would happen with the South Brunswick facility. So the waiting continues.

NEW YORK, August 1, 2007 (PRIME NEWSWIRE) — Dow Jones & Company (NYSE:DJ) and News Corporation (NYSE:NWS) (NYSE:NWS.A) (ASX:NWS)(ASX:NWSLV) announced today that they have signed a definitive merger agreement under which News Corporation will acquire Dow Jones in a transaction
valued at approximately $5.6 billion.

Under the terms of the agreement, which was approved by both companies’ boards of directors, Dow Jones stockholders will be entitled to receive$60 in cash for each share of common stock and Class B common stock that they own. Certain members of the Bancroft family and the trustees of trusts for their benefit who collectively own approximately 37% of Dow Jones’ voting stock have agreed to vote to approve the transaction.

In addition, the parties have agreed on the terms of an editorial agreement that provides for the establishment of a five-member, special committee with the objective of assuring the continued journalistic and editorial integrity and independence of Dow Jones’ publications and services. The initial members of the special committee will be Louis Boccardi, Thomas Bray, Jennifer Dunn, Jack Fuller and Nicholas Negroponte.

The merger agreement provides that up to 250 holders of record and not more than 10% of the shares of Dow Jones may elect to have their shares of Dow Jones equity converted into a number of Class B units of Newco LLC, a newly formed subsidiary of News Corporation (each unit of which will be exchangeable for one share of Class A common stock of News Corporation in accordance with the terms and conditions of the Newco LLC operating agreement). The number of Class B units of Newco LLC issuable in exchange for each share of Dow Jones common stock will be based on the exchange ratio in the merger agreement, which is equal to the number of shares of News Corporation’s Class A common stock with a value of $60 based on the volume weighted average trading price of ashare of Class A common stock of News Corporation over the five trading days ending on the trading day prior to the closing of the merger. The transaction is expected to be tax-free to Dow Jones stockholders to the extent they receive Newco LLC Class B units for their Dow Jones shares.

The parties have also agreed that, upon closing of the merger, News Corporation will appoint a member of the Bancroft family or anothermutually acceptable person to the News Corporation board of directors.

Rupert Murdoch, Chairman and Chief Executive Officer of NewsCorporation, said, “I am deeply gratified at the level of support we have received from the Bancroft family and its trustees. Given the Bancrofts’ long and distinguished history as custodians of Dow Jones,we appreciate how difficult this decision was for some family members.

“I want to offer the Bancrofts my thanks, and an assurance that our company and my family will be equally strong custodians.”Richard F. Zannino, Chief Executive Officer of Dow Jones, said, “News Corporation’s proposal reflects the vitality and uniqueness of Dow Jones and its world-class journalism, brands, businesses and people.

“The transaction will deliver significant returns to our shareholders.

“It will also build on our recent, industry-leading earnings growth and make our company and journalism even stronger as our strengths are leveraged across News Corporation’s powerful global distribution and marketing platforms for the benefit of our readers and other customers.

“On behalf of all of my colleagues at Dow Jones, I would like to express our deepest gratitude to the Bancroft family for their years of steadfast support for the journalistic excellence of Dow Jones. We look forward to continuing their legacy.”

M. Peter McPherson, Chairman of the Board of Dow Jones, said, “Having thoroughly reviewed News Corporation’s proposal, the Dow Jones Board has overwhelmingly voted to approve the definitive merger agreement.

“This decision has been difficult and emotional for a great many people because of the long history of this great institution. The board has concluded, with a great deal of family support, that the proposal provides outstanding financial value and provides excellent opportunities to the extraordinary Dow Jones franchise. Also, we wish to thank the Bancroft family for their years of faithful stewardship.

“The editorial independence agreement proposed by the Bancroft family is a strong agreement about which all can be pleased.”Mr. Murdoch added, “Dow Jones is a vibrant company and one of the world’s greatest media franchises, with a portfolio of brands that has no equal in financial information and business journalism. In combination with News Corporation’s assets, The Wall Street Journal and the other Dow Jones operations will be even more formidable competitors as we profitably extend their invaluable information across our print, broadcast and digital platforms around the world.”

The merger, which is expected to close in the fourth calendar quarter, is subject to approval by Dow Jones stockholders, execution and delivery by the parties of the editorial agreement, regulatory approvals and other customary closing conditions.

Goldman, Sachs & Co. served as financial advisor to Dow Jones and Fried, Frank, Harris, Shriver & Jacobson LLP provided legal counsel to Dow Jones. Simpson Thacher & Bartlett LLP provided legal counsel to the non-family members of Dow Jones’ board of directors. Merrill Lynch & Co. acted as financial advisor to certain trusts for the benefit of the Bancroft family. Wachtell Lipton Rosen & Katz provided legal counsel to the Bancroft family. JP Morgan, Allen & Company and Centerview Partners served as financial advisors to News Corporation, and Skadden, Arps, Slate, Meagher & Flom LLP and Hogan & Hartson LLP provided legal counsel to News
Corporation.

This press release and the related Agreement and Plan of Merger will be filed with the U.S. Securities and Exchange Commission pursuant to the requirements of U.S. securities laws.

South Brunswick Post, The Cranbury Press
The Blog of South Brunswick

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Rupert Murdoch’s empire appears to be expanding.

The Bancroft family, which controls a majority of voting shares of Dow Jones stock, appears ready to sell to Murdoch’s News Corp., handing the Australian one of the nation’s biggest and most important newspapers — along with its burgeoning online presence.

The sale, which is not official, raises serious questions about what will happen to the Journal’s journalistic reputation in the coming years — a question admirably explored by former Journal staffer Dean Starkman, now of the Columbia Journalism Review. (I’ll leave you to explore his blog for a sense of why this sale matters for journalism.)

There is the personal side of this for me — my wife works at Dow Jones and no one knows how the sale will affect the work force.

And there is the third issue: What happens to the South Brunswick site? Dow Jones is one of the township’s largest taxpayers — itis slated to pay $3.1 million in 2007 and accounts for about 2.1 percent of all tax revenue coming into the township. If the use of the property changes, could the tax assessment change? And by how much? If the Dow Jones tax bill is reduced by $375,000, for instance, that could bump the tax rate up by about a penny, which would cost the average taxpayer in town about $20.

My hope — for a lot of reasons — is that Murdoch opts to maintain the South Brunswick facility, possibly even expanding the use of the buildings and keeping the jobs in town.

Unfortunately, we are not likely to know how this shakes out until the official vote takes place and Murdoch has a chance to review his options.

South Brunswick Post, The Cranbury Press
The Blog of South Brunswick

E-mail me by clicking here.