Dow Jones & Co., the parent of The Wall Street Journal, Barron’s, Marketwatch and Dow Jones Newswires, announced late Tuesday that its board “has determined that it would be prepared to approve, and recommend to the Dow Jones stockholders, including the Bancroft Family stockholders,” an agreement to sell the company to News Corp. for $5 billion.Â
The statement said, “News Corporation has indicated that its board of directors would be prepared to authorize News Corporation to enter into a merger agreement with Dow Jones on the terms outlined if members of the Bancroft Family and the trustees of trusts for their benefit holding Dow Jones shares with a level of voting power satisfactory to News Corporation indicate promptly their willingness to support a transaction with News Corporation by entering into voting agreements. News Corporation has not indicated a specific level of Bancroft Family support that would need to be obtained. If a satisfactory level is obtained promptly, the Board of Directors of Dow Jones will, and News Corporation has stated that its board of directors will, meet to review the definitive merger documents.
“As part of its process, the Dow Jones Board of Directors reviewed the basic terms of drafts of a merger agreement and an editorial agreement negotiated by Dow Jones and News Corporation, with the participation of representatives of the Bancroft Family. The draft merger agreement contemplates that the Dow Jones stockholders would be given the opportunity to elect, with respect to a limited number of Dow Jones shares and up to a limited number of stockholders, to receive equity securities in a News Corporation subsidiary that will hold Dow Jones. These equity securities would be exchangeable for shares of Class A common stock of News Corporation with a value as of closing of $60.
“The Dow Jones Board of Directors also reviewed the terms of a draft voting agreement negotiated between representatives of the Bancroft Family and News Corporation under which members of the Bancroft Family and the trustees of trusts for their benefit would commit to vote their shares of Dow Jones stock in favor of a merger with News Corporation.
“Michael B. Elefante, a representative of the Bancroft Family and a director of Dow Jones, has informed the Dow Jones Board of Directors that members of the Bancroft Family and trustees of trusts for their benefit are evaluating the proposed transaction with News Corporation. There can, of course, be no assurance that a level of Bancroft Family support satisfactory to News Corporation will be obtained.”
