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It’s finally pretty much almost over. Rupert Murdoch has secured enough Bancroft family shareholder votes to move forward with his $60-a-share, $5bn bid, one future News Corp holding reports.
One day after a Murdoch spokesperson said the deal was “highly unlikely,” the Denver branch of the Bancroft family, previously holding out for a higher offer, capitulated, giving News Corp at least 32% of the family vote. Nonetheless, one Bancroft family spokesperson said today, “Any suggestion that the process has been completed and/or that a particular level of support has been established is at this point premature.”
Both companies have board meetings this evening to formulate the take-over procedure. Dow Jones is trading up 7.04% to $57.50 today.
News Corp. Appears to Have Enough Votes to Clinch Deal [Wall Street Journal]
Murdoch Seen to Win Control of Dow Jones [NY Times]
Rupert Murdoch’s bid for Dow Jones, once a sure thing, then “too close to call,” is now “highly unlikely” unless the Bancroft family increases its support of the deal by 5 p.m. today, the Wall Street Journal reports.
At the moment, 28% of Dow Jones’ voting power supports the deal, although it is unclear what percentage of Bancrofts voted affirmatively; 30% of the family needs to support Murdoch for his $5bn bid to go through. If this is not met, “News Corp likely wouldn’t take the deal to a full Dow Jones shareholder vote.”
After all the mud-slinging and Rupe’s cryptic commentary, this summer’s saga could come to a close tonight, in which case I will have no idea what to write about.
News Corp. Says It’s ‘Highly Unlikely’ To Buy Dow Jones at Current Count [Wall Street Journal]
A Bancroft wrangle over NewsCorp’s bid for Dow Jones ended in stalemate yesterday after emotional harangues from opposing factions, the Wall Street Journal reports. The meeting, in the Boston Hilton was so grueling that, “after four hours of discussion, family members were so hungry that they made do with a tray of stale danishes.”
Interviews with more than a dozen family members, outside advisers, lawyers and others involved in the process suggest that the outcome remains too close to call. What has seemed to many analysts like a logical move — accepting a $60-a-share bid for a company whose shares previously had been trading in the mid-30s — is still in question amid the deep emotions the bid has stirred. Participants said more doubts about a News Corp. deal were apparent at the end of the six-hour session than at the beginning.
On several occasions Bancrofts “held back tears” as they extolled the merits of an independent editorial board. One prominent Rupe resister, Jane Cox MacElree, seemed even to make the distressing “Daniel-Pearle-would-have-wanted-it-this-way” argument. Another opposing force claimed that the company was worth more than Murdoch’s offer of $60-a-share and that the family shouldn’t accept anything below $66.
Although only 30% of the Bancrofts’ voting power must endorse Murdoch’s proposal for it to go through, investors are becoming increasingly unsure that the deal is a sure thing, Dow stock is currently trading at $54.01, down from as high as $61.20 in June.
It looks like the interminable saga will continue for now, maybe even into August.
Relative Uncertainty [Wall Street Journal]
Renaming an institution like the Dow Jones Industrial Average and getting people to use its new name is a pretty difficult task. It’s doubtful that either residents or tourists living near or travelling to Auschwitz-Birkenau will take the extra effort to say “Former Nazi German Concentration Camp Auschwitz-Birkenau,” though Poland is hoping we’re wrong (it’s happened). Still, it seems like there’s a chance that Rupert Murdoch suddenly get all egomaniacal upon acquiring Dow Jones, and want to brand his territory.
Thestreet.com took a shot today and came up with: “The Fox Dow Jones Industrial Average,” “The Fox Business Network Average” and “The Rupert and Wendi Murdoch Industrial Average,” submissions that don’t want to call “awful” but maybe “not good.” Definitely “not funny.” Unfortunately, it’s easier to call out other people’s shoddy ideas than come up with your own, which is our way of saying, “we’ve got nothing.” (Carney nixed Asians Keep You Young Industrial Average). So, let us know if you’ve got anything.
Ready for the Fox Dow Jones Industrials? [thestreet.com]
Outspoken publisher Judith Regan has the dirt on Rupert Murdoch and “more than a few Fox executives,” the New York Daily News is reporting. Regan, who was fired last year after trying to publish OJ Simpson’s “If I Did It,” claims to have secret tapes of “juicy” and “explosive” phone calls from her time at NewsCorps’ HarperCollins. Regan is currently suing NewsCorp for wrongful termination and defamation.
After so many broken promises, when we hear Rupert Murdoch news item, juicy and explosive, we expect Rupert Murdoch news item, desiccated and banal, but maybe this will be the one.
In other “news,” Rupe is frustrated with those mercurial Bancrofts because, “they keep changing their mind.”
Regan may out-Fox Rupe [NYDailyNews via Gawker]
Sun Valley: What Murdoch Said, and What He Didn’t [Dealbook]
Although a NewsCorp deal
will likely may be announced this week, Ron Burkle and Brad Greenspan, two renegade investors no one takes seriously had a meeting with the Dow Jones board yesterday. The pair, who did not present an offer and have few, if any commitments from other investors, want to “buy out only those members of the Bancroft family who wanted to sell,” the New York Times Reports.
The primary Dow Jones union recruited Burkle, who owns the private equity firm Yucaipa Companies, to partner with Greenspan and block Rupert Murdoch’s bid in what seems to be another effort to protect the journal’s editorial independence. The New York Observer details the lunch between Greenspan and a union leader in which the plans were discussed.
“I think it’s clear the family does not want to sell to Rupert Murdoch. If they did, they would have taken the $5 billion a long time ago. We would much rather have the family continue its stewardship of this company. I believe that working with Burkle and a number of other people, we have alternatives, if the family wants an alternative,” union leader Steve Yount tells the Observer.
But does this make any sense? Does the addition of Burkle make Greenspan’s half-baked bid less crazy or twice as crazy? We would side with the latter, but don’t take our word for it. Take the word of the former chief executive of Dow Jones, Peter Kann, who the Journal describes as “outspoken in his support for the independence of Dow Jones”
“If the family is going to sell I see no point in pursuing industrial conglomerates, Internet entrepreneurs, supermarket magnates and real-estate developers. None know anything at all about journalism. As to Mr. Murdoch, at least he loves newspapers, presumably would invest in the WSJ and Dow Jones, and would seem to have little incentive to tarnish a trophy he has coveted for so long,” Kahn says in today’s Journal story on the item.
Also, see Gary Weiss for what happens when amateur investors buy newspapers. A serious question for Dow Jones employees who may be invited to join some sort of leveraged Employee Stock Ownership Plan rival buyout bid is whether they want to spend part of their paycheck buying the company from the bondholders for the next decade or so. Because that’s the best-case proposal from a Burkle-Greenspan partnership.
Shares of Dow Jones traded slightly lower today, bringing our technical arbitrage measurement down to 90%. But we’re exercising our own editorial independence here and refusing to move the meter. It remains unchanged at 95%.
Burkle and Greenspan Gather Journal Kiddies for ESOP Fable [New York Observer]
Dow Jones Hears Alternative Proposals [Wall Street Journal]
2 Investors Discuss Partial Purchase With Dow Jones Board [New York Times]
When it came out that Rupert Murdoch and Dow Jones had agreed on a way to preserve the Wall Street Journal’s editorial independence, we naively assumed that a compromise had been reached. In fact, the “agreement” consists of exactly what Murdoch wanted and more, the New York Times is reporting.
The details have not been finalized, but as it stands, News Corp will have the exclusive power to hire and fire top editors at the Journal. In addition, and this is the shocking part, the board of editors the Bancrofts want established as shield against Murdoch’s influence will not have veto power over any News Corp editorial appointees. Even the similar board at the Times of London, which the Bancrofts have cited as an example of too much News Corp influence, has this veto.
The Bancrofts still haven’t seen the agreement. Based on their past behavior, they probably won’t be happy about it.
In related news, some Wall Street Journal staffers are apparently taking half the day off work today to protest Murdoch’s bid. According to a Newspaper Guild statement from this morning,
“The Wall Street Journal’s long tradition of independence, which has been the hallmark of our news coverage for decades, is threatened today. We, along with hundreds of other Dow Jones employees represented by the Independent Association of Publishers’ Employees, want to demonstrate our conviction that the Journal’s editorial integrity depends on an owner committed to journalistic independence.”
Nothing like a good “don’t go back” lunch break to show you are made of stern stuff.
Also, MySpace founder Brad Greenspan’s weird effort to block Murdoch by buying 25% of Dow Jones is apparently still happening. “We have put out a proposal to the family and the board, and I think they’re looking at it with great interest. We plan to meet with the board later this week – that’s a new development,” he told CNBC yesterday.
Dow Jones stock dropped slightly with the news, most likely out of fear that the Bancrofts won’t like the agreement the board reached with Murdoch. The meter has slipped 5%.
Tentative Dow Jones Sale Pact Said to Give Murdoch Power to Hire and Fire at The Journal [NYT]
A statement from Wall Street Journal reporters [Romenesko]
Dow Jones Bidder to Meet Board; News Corp. Deal Reached [CNBC]