Bancrofts won't vote until they see the complete deal

Matthew Karnitschnig of The Wall Street Journal writes for Wednesday’s paper that the Bancroft family that controls Dow Jones & Co., the Journal’s parent, won’t vote on a deal to sell the company to News Corp. until every detail has been negotiated, including the price.

Karnitschnig wrote, “Michael B. Elefante, the Bancroft trustee who is representing the family in the negotiations, plans to wait to poll the family’s three dozen adult members until he can present them with an overall deal that also includes a firm price, according to people familiar with the matter. Dow Jones is expected to seek an increase over the $5 billion, or $60 a share, offer that News Corp. first made in April.

“Mr. Elefante’s decision to defer a family poll, which may be a maneuver designed to give Dow Jones more leverage on price, could delay a preliminary agreement on a broader deal for days. On Thursday, Dow Jones is scheduled to make a management presentation to News Corp., according to another person familiar with the matter. The two sides are expected to resume talks over price sometime thereafter.

“Before agreeing to a preliminary deal, News Corp. is likely to demand written assurance that a sufficient number of family votes would support it, according to a person familiar with the negotiations. It’s already clear that 8.9% of the voting power that is controlled by Denver law firm Holme Roberts & Owen LLP on behalf of certain Bancroft trusts is likely to vote in favor of a deal, according to people close to the family. If that holds true, Mr. Elefante would need to deliver a little less than half of the family’s remaining vote to guarantee a sale. This assumes that at least 20% of the voting stock not held by the family supports a deal. The Ottaway family, which controls about 5% of Dow Jones’s shareholder vote, is expected to oppose a deal.”

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