News Corp and Dow Jones: Done and Done. Key Board Member Votes For Rupert Murdoch's Offer

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Rupert Murdoch's News Corp will acquire Dow Jones.
Although two members of the Bancroft family signaled their continued resistance to the deal by abstaining from last night's board vote or leaving the meeting before the vote, a key member of the board voted to accept Murdoch's bid. The story is buried in most of the news coverage, which focussed on the broader question of board approval. But this single vote almost certainly means that nothing can stand in the way of the deal now.
The key vote came from Dow Jones board member Michael Elefante. Most of the Bancroft family's shares are not held by individual family members but in family trusts controlled by trustees. For the first time yesterday, we learned that Elefante, a partner at the Boston law firm Hemenway & Barnes, can deliver a little less than half of the family's 64% voting stake.
Once we know that Elefante supports the deal, the math is so easy even the Wall Street Journal can do it. "That rough one-third of the company's voting power likely would be enough to cement a sale to Mr. Murdoch. That is because some 29% of the total voting power of the company rests in the hands of non-Bancrofts. Almost all of these holders, many of them arbitragers, are expected to support the deal," the Journal's report this morning states. In other words: 30% plus 29% equals more than the 51% needed to approve the deal.
So the much heralded and awaited for split in the Bancroft family has finally happened and it has the result of all but guaranteeing that Murdoch will get the company. We say "all but" only because there was earlier discussion that it might only take a small number of Bancroft shares to prevent the sale. Lawyers familiar with the transaction say this can be structured around and does not prevent a serious obstacle.
Dow Jones Board Approves Sale [Wall Street Journal]

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