默多克五十亿重金购买下了华尔街时报 Rupert Murdoch's News Corp. sealed a $5 billion agreement to purchase “Wall Street Journal”
商财::Business July 31st, 2007 19:24News Corp. Is Poised to Win Dow Jones
As Bancrofts Agree
To $5 Billion Buyout
August 1, 2007
A century of Bancroft-family ownership at Dow Jones & Co. is over.
Rupert Murdoch's News Corp. sealed a $5 billion agreement to purchase the publisher of The Wall Street Journal after three months of drama in the controlling family and public debate about journalistic values.
One of the oldest and best-known franchises in the newspaper industry, beset in recent years by business pressures, now enters a new era as part of a world-wide media conglomerate. Mr. Murdoch said yesterday he could add four pages of news coverage to the Journal.
The 76-year-old mogul, whose properties range from the Fox television network to the Times of London, negotiated hard to win the paper he long coveted. The Bancrofts worried about protecting the reputation of the Journal, the nation's second-largest newspaper. They feared Mr. Murdoch would meddle in the paper's editorial affairs and import the brand of sensationalist journalism found in some of his properties such as the New York Post. Some Bancrofts sought other buyers.
But ultimately, Mr. Murdoch's $60-a-share bid -- a 67% premium above Dow Jones's share price when the offer became public -- was the only serious offer on the table. Key family members, spurred by Dow Jones's board and advisers, decided they had no choice.
"On the one hand it is quite sad, but on the other it was the only reasonable thing to do," said Elisabeth Goth Chelberg, a Bancroft family member who unsuccessfully tried a decade ago to get the family more involved in management. "Now I look forward to a better Dow Jones. It's going to have more money and a world presence and all of the things that it could have and should have had but didn't."
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Opponents of the deal called it a dark day for journalism. Leslie Hill, a family member who opposed the deal, resigned as a Dow Jones director late yesterday afternoon. In a letter to the board, she conceded the deal was a good one in financial terms, but added, "[I]t is not enough to outweigh the potential ramifications of the loss of an independent global news organization with unmatched credibility and integrity."
In an increasingly pinched landscape for newspaper companies, the alternative to selling was a future fraught with risk -- in particular, that deep cost cuts would be needed to prop up the stock price and make up for dwindling advertising.
For every person who argued that the News Corp. takeover threatens Dow Jones's reputation for quality, someone else insisted that Mr. Murdoch's deep pockets and strategic know-how could turn around its prospects.
"The money got [the family's] attention and enforced their consideration of reality," said Peter Kreisky, a media consultant. "It focused the minds of the family and the board on how difficult it would be to maintain the newspaper in the long term as an independent entity."
As News Corp.'s board met yesterday evening to sign off on the deal, the company's offer had received support from Bancroft family members holding 37.4% of Dow Jones' voting power, more than half of the family's total voting stake of 64.2%. When added to the 29% of Dow Jones' voting stock held by public shareholders -- most of which is expected to go in News Corp.'s favor -- that support gives Mr. Murdoch enough to win a full shareholder vote comfortably. The vote is likely to be held later this year.
The Bancroft family has controlled Dow Jones since 1902. While Dow Jones accounts for less than half the family's fortune of roughly $2.5 billion, the company had long been the Bancrofts' source of pride and prestige. Dow Jones was also the main glue holding the far-flung family together.
Those bonds were tested during the debate over the deal, which brought forth long-submerged rifts. Cousins and siblings were pitted against one another. Parents fought their children.
In the days leading up to the deal, the stress was severe. Just hours before a Monday deadline for the family to vote on the transaction, William Cox Jr., the only living Bancroft to have spent his entire career at the company, went into a diabetic shock. He was briefly admitted to a hospital in Massachusetts, where he summers on Nantucket, before returning home, according to relatives.
The final vote tally followed a last-minute scramble by Dow Jones and the family's advisers to convince holdouts that they should accept Mr. Murdoch's offer. Most of the family's shares are held in a series of trusts. News Corp. had won support from shareholders owning only about 25% of voting power by Monday afternoon, shortly before a deadline for votes set by the family's adviser. That crept up to 28% by Monday evening and then topped 30% Tuesday morning, as a collection of small trusts threw their support behind the deal.
M. Peter McPherson, Dow Jones's nonexecutive chairman, personally called resistant family trustees in Boston and Denver to remind them of the risks they were taking in opposing the deal, according a person who was briefed on the calls.
The big swing shareholder to switch sides was a group of Bancroft family trusts overseen by a Denver law firm holding 9.1% of Dow Jones's voting shares. The firm, Holme Roberts & Owen, had been holding out for a higher offer from News Corp. -- a request repeatedly rejected by Mr. Murdoch. The Denver trusts pushed other Bancroft family trusts to hold out for more money, at least for the holders of B-class supervoting shares. These shares are mostly held by the Bancrofts. But when some of those Boston trusts consented to a News Corp. deal late Monday, the Denver trustees lost much of their bargaining power.
Dow Jones's board had rejected the request for a higher price for B shareholders. Instead, what emerged from the talks was a deal under which Dow Jones agreed to pay the family's legal and banking bills. News Corp. would assume these liabilities if it bought Dow Jones. The family's fees, to be paid to firms including Merrill Lynch, Morgan Stanley and the law firms Hemenway & Barnes and Wachtell, Lipton, Rosen & Katz, could total at least $30 million, according to people familiar with the situation. That figure doesn't include fees incurred by the Dow Jones board, which had its own advisers.
The payment serves as a modest sweetener for the Bancrofts. When spread out over the family's 16.5 million B shares, the $30 million equals an additional $1.81 a share, a roughly 3% increase for the family. Family members would otherwise have had to bear these fees out of their own pockets, effectively bringing their take below $60 a share.
Division of the spoils among the advisers promises to create another fight. Merrill Lynch is expecting to receive an $18.5 million fee, according to a person familiar with its plans. Wachtell Lipton's hoped-for fee is expected to be somewhere near $10 million, said one family member, with a host of other fees for a group of lawyers and bankers advising various Bancroft branches.
It appeared yesterday afternoon that the Denver trust was able to vote only a portion of its 9.1% stake in favor of the deal. The trust excluded a portion of its stock held for the benefit of Christopher Bancroft, one of the most outspoken Bancrofts in opposing the News Corp. offer. Mr. Bancroft also resisted attempts by Hemenway & Barnes to allow restructuring of other trusts that would have let some other shares he oversees be voted in support.
Mr. Bancroft said yesterday that his fiduciary responsibilities required him to vote against any deal not in the best interests of the family and the company. He has called the offer a bad deal for Dow Jones, arguing it undervalues the company's potential. "As a trustee, I could not roll over," he said.
His cousin, Jane MacElree, who also opposed the deal, faced a delicate situation because she was a trustee of some trusts whose beneficiaries favored the deal. Ms. MacElree ended up resigning from some trusts, deferring to her relatives and shielding herself against potential liability, while voting the Class B shares she owned outright against the deal.
Some on Wall Street were surprised that the family wasn't able to squeeze out a higher bid from Mr. Murdoch. By the rituals of Wall Street deal making, a buyer's first offer is almost never the final price agreed to in a transaction -- although Mr. Murdoch's first offer in this case represented an unusually generous premium.
Mr. Murdoch was able to hold his ground because he faced no serious rival -- although some of the nation's largest corporations and wealthiest men took a look over the past three months. Billionaire investor Warren Buffett and Microsoft Corp. founder Bill Gates were approached by a family representative to gauge their interest. Both declined.
Several big companies tried to join together to meet the $60 bid, including General Electric Co., which at various points attempted to form a group with Microsoft, IAC/InterActiveCorp's Barry Diller, and Pearson PLC, owner of the Financial Times. Pearson weighed a separate plan, under which it would have contributed the Financial Times to Dow Jones in exchange for stock, according to a person familiar with the situation. But none of these arrangements got off the ground.
Nor did efforts by the union that represents Dow Jones's employees to join forces with a California supermarket magnate get much traction. Internet entrepreneur Brad Greenspan tried to put together investors but fell short of making an offer for the whole company.
Even some who had initially declared firm opposition to the bid softened over time. On the weekend of July 21-22, Bancroft family member Martha Robes hosted former Dow Jones chairman and CEO Peter R. Kann and his family at her house in Maine to celebrate Mr. Kann's retirement. At the gathering, Ms. Robes and her family gave Mr. Kann a handmade green wooden rowboat named "Joy" and a puzzle that depicts various aspects of his life, including a newspaper, a typewriter and a golf cart, according to people familiar with the matter. (Mr. Kann famously crashed a golf cart at a Dow Jones retreat years ago.)
At the gathering, these people say, Mr. Kann, who had been a long-time champion of Dow Jones's independence, told attendees he could see the arguments for a deal with Mr. Murdoch. Some family members saw his comments as permission to vote for the deal, these people said.
Other family members exchanged impassioned views by email and phone about missed opportunities and the family's shortcomings. One supporter of a deal, Crawford Hill, told his relatives in a nearly 4,000-word email that it was time for "reality check."
Once definitive merger agreements are signed by the two companies, Dow Jones will set the date for a shareholder meeting to approve the deal. Mr. Murdoch's advisers suggest shareholder approval is a fait accompli. With family members contributing about 38% voting power to support the deal, News Corp. must still win over the remaining shareholders, who control 29% of Dow Jones's voting power.
News Corp. anticipates that about 80% of these shareholders will vote for the deal, meaning another 23% in support of the transaction -- or about 60% approval overall.
That leaves a slim opportunity for the "A" shareholders to threaten to withhold support with hopes of getting a higher price, as happened in recent takeover fights at Clear Channel Communications Inc. That could be why the company sought a greater margin of support from the family as the process entered its last days.
| WSJ's Dennis Berman comments on whether the Journal's credibility can be maintained, and how the Bancroft family got caught up in the Wall Street deal machine. |
News Corp. will need to get regulatory approval for the deal, although Mr. Murdoch has said he doesn't expect that to be an issue. Assuming the deal is approved, closing could take place by the end of the year.
The deal raises questions about the future of some senior Dow Jones executives, including Chief Executive Richard Zannino. Once Dow Jones becomes a subsidiary of News Corp., Mr. Zannino may move on. Mr. Zannino didn't immediately respond to a request for comment.
Some top executives may be able to quit with big severance packages once the sale is completed. Dow Jones implemented change-in-control provisions for more than 100 top managers in early June, a month after the bid was made. Mr. Zannino stands to receive more than $20 million, including extra money Dow Jones has committed to pay to cover a portion of the taxes owed by nine top executives on their severance.
Mr. Murdoch has argued that The Wall Street Journal will be able to take advantage of News Corp. synergies to gain ground in Europe and Asia, take on national rivals in political coverage, seek more consumer advertising and expand efforts in television and online.
While he has been vilified for years in the media over issues ranging from union-busting to sensationalist journalism, he has always showed a thick skin, secure in his belief that his critics are antibusiness elitists. Still, though, the drama preceding the sale of Dow Jones exposed him to unprecedented scrutiny and often harsh criticism.
"The sale of Dow Jones raises enormous concerns about the state of independent, competitive sources of high-quality journalism," said Gene Kimmelman, a vice president at Consumers Union, in a statement yesterday. "Murdoch's track record of interfering and politicizing professional journalism is well-documented." MoveOn.org, a liberal organization, announced an "event" today in front of Dow Jones headquarters at which it will hand out parodies of the Journal cobbled from Fox News headlines.
Now Mr. Murdoch must persuade some factions of Dow Jones's newsrooms, and outside critics, that he will act responsibly as he weighs changes to the Journal and other Dow Jones publications.
Few expect Mr. Murdoch to turn the Journal into a scandal sheet, and he has said his views are generally in accord with the conservative tone of the Journal's editorial pages. An editorial oversight board will make it cumbersome for him to make drastic changes. And many have argued that it would be bad business for Mr. Murdoch to tinker too much with the franchise, and that he understands that.
But despite all these strictures, for Mr. Murdoch, owning Dow Jones isn't about business -- it's personal. No one who knows Mr. Murdoch expects him to be shy in expressing his views about the paper. He has strong opinions about paper and ink, and he famously loves poring over layouts with his sleeves rolled up.
Even when news of his offer broke and he knew it was important to soothe the feelings of skeptical employees and readers, he still irrepressibly went off script to say in an interview that he got "frustrated by the long stories."













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