Thursday, July 19, 2007

For Bancrofts, Decision Time Is Near On Sale Of Dow Jones

News Corp. Seeks To Know 'Promptly' If Deal Is Supported

OnlineWSJ reports:

Tuesday's late-night decision by the board of Dow Jones & Co. to endorse News Corp.'s $5 billion offer for the publisher sets the stage for a dramatic meeting of the company's controlling shareholder, the Bancroft family, to consider the future of the company it has controlled for more than a century.

The Bancrofts, who have a 64% voting stake in Dow Jones, plan to meet Monday in Boston to hear a presentation about News Corp.'s offer. The family will then have about a week to make a decision, a time frame requested by News Corp., which wants to hear "promptly" whether enough Bancroft family members are willing to back the deal, Dow Jones said in a statement late Tuesday. Dow Jones owns The Wall Street Journal, Barron's and Dow Jones Newswires.

The Bancroft family remains divided about the News Corp. offer, however, with two prominent members, Leslie Hill and Christopher Bancroft, actively working to find alternatives. Their stance was reflected in the course of Tuesday night's board meeting. Ms. Hill abstained from the vote because she said she believes Dow Jones's business is in a "trough," according to people familiar with the matter, and the company may be better off waiting several years for business conditions to improve.

Ms. Hill didn't return calls seeking comment.

Mr. Bancroft, who has been trying to raise money to buy enough shares to block the deal, left Tuesday night's nearly three-hour board meeting shortly after it began, according to people familiar with the matter. He interjected during a presentation on the News Corp. bid from M. Peter McPherson, the board's chair, to ask directors if they would prefer he leave the meeting given his continuing efforts to work on an alternative transaction. The directors had a brief discussion and agreed he should leave, according to the people familiar with the matter. Mr. Bancroft couldn't be reached for comment.

The two other family directors, Elizabeth Steele and family trustee Michael B. Elefante, voted in favor of the deal. Dieter von Holtzbrinck, an independent director who is one of the heirs to the Holtzbrinck publishing empire, abstained from the vote. David Li, chairman and chief executive of Bank of East Asia Ltd., was absent from the meeting. Mr. Li has received a Wells notice from the SEC, notifying him that it plans to recommend filing civil charges against him in an unfolding insider-trading investigation.

Ms. Steele's branch of the family was originally seen as the one most opposed to selling the company. In an emotional statement to the board Tuesday night, Ms. Steele said the company had been in her family for 100 years and that she "never thought we would get to this point." She told directors that she would never know how safe the paper would be in Mr. Murdoch's hands, but that after examining the overall business conditions of the newspaper industry, it was better to sell the paper now than to wait, these people said. Ms. Steele couldn't be reached.

Monday's meeting could be one of the family's last reunions as owners of Dow Jones. The meeting is expected to include all 35 adult members of the Bancroft family as well as all of the trustees from the numerous family trusts managed by Boston law firm Hemenway & Barnes and other firms. Family adviser Wachtell Lipton and other individual family lawyers and financial advisers are also invited to attend.

At the meeting, Mr. Elefante is expected to give the family a detailed summary of the process followed by the family's trustees and Dow Jones advisers to evaluate the News Corp. proposal and explore possible alternatives. Family members, including Ms. Hill and Mr. Bancroft, also will be able to present their views to the family. Ms. Hill has been talking to representatives from supermarket magnate Ron Burkle's Yucaipa fund, which has been working with a union representing some of Dow Jones's employees to find alternatives to Mr. Murdoch. Mr. Bancroft has spoken to Internet entrepreneur Brad Greenspan about his efforts, according to people familiar with the matter.

As Dow Jones and News Corp. await the result of the family vote, they are considering candidates for the proposed five-member editorial-oversight board they have agreed will be created to preserve the editorial integrity of Dow Jones publications. Among potential candidates being considered by News Corp. and Dow Jones are: Theodore B. Olson, the former solicitor general of the U.S. and partner at Gibson, Dunn & Crutcher's Washington D.C. office; Jack Fuller, former president of Tribune Publishing and a director of the board of the John D. and Catherine T. MacArthur Foundation; Thomas Bray, the former editorial-page editor of the Detroit News and a writer for; and Susan Hockfield, president of Massachusetts Institute of Technology. It was unclear how many of the candidates had been approached, if any, about the board. The candidates under consideration couldn't be reached for comment.

News Corp. is a media company whose properties include TV networks, newspapers, satellite TV interests, a film studio and MySpace Web site.