|Weekly News Digest
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News Corp. (Finally) Wins Its Bid for Dow Jones
Dow Jones & Co. (www.dowjones.com) and News Corp. (www.newscorp.com) announced on Aug. 1 that they have signed a definitive merger agreement under which News Corp. will acquire Dow Jones in a transaction valued at about $5.6 billion. The merger, which is expected to close in 4Q, 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.
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 about 37 percent 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 (in particular, The Wall Street Journal). The initial members of the special committee will be Louis Boccardi, Thomas Bray, Jennifer Dunn, Jack Fuller, and Nicholas Negroponte. The parties have also agreed that, upon closing of the merger, News Corp. will appoint a member of the Bancroft family or another mutually acceptable person to the News Corp. board of directors.
Rupert Murdoch, chairman and CEO of News Corp., reportedly made his initial offer to Richard F. Zannino, CEO of Dow Jones, over breakfast on March 29 and made a formal, written bid to the board on April 17. The Dow Jones board of directors first announced on May 1 that it had received an unsolicited bid from News Corp. A number of Bancroft family members had opposed the deal, as had the union of Dow Jones employees. (The process thus dragged out for nearly 4 months, with much internal wrangling and intense media scrutiny and analyses of the proposed deal.)Sources: News Corp. and Dow Jones & Co.
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