honoluluadvertiser.com

Sponsored by:

Comment, blog & share photos

Log in | Become a member
The Honolulu Advertiser
Posted on: Saturday, July 21, 2007

Murdoch might not get Dow Jones

By Seth Sutel
Associated Press

Hawaii news photo - The Honolulu Advertiser

Ownership of the Wall Street Journal is at the core of Rupert Murdoch's effort to add its publisher, Dow Jones & Co., to his media empire. But the controlling stockholders and some on the Dow board are balking over concerns that he will meddle with the Journal's news reporting.

Photos by MARK LENNIHAN | Associated Press

spacer spacer
Hawaii news photo - The Honolulu Advertiser

The Wall Street Journal is read near the New York Stock Exchange and widely in business circles. Its owners are expected to decide soon on a controversial news mogul's $5 billion effort to buy it.

spacer spacer

NEW YORK — Just a few weeks ago, it seemed inevitable to many on Wall Street and in the media industry that Rupert Murdoch would prevail in his campaign to add Dow Jones & Co., publisher of the Wall Street Journal, to the media empire he has spent a lifetime building.

But with the sudden departure of a director in protest of the deal with News Corp. and more signs of dissent in the family that controls Dow Jones, that outcome seems less assured now as the months-long process comes to a head.

The endgame for Dow Jones begins Monday, when its controlling shareholders, the Bancroft family, will receive a briefing on the $5 billion deal that the Dow Jones board signed off on Tuesday evening. They are expected to decide the fate of the company within a few days.

Predicting which way the Bancrofts will lean has become increasingly difficult — so much so that Murdoch himself told the Associated Press last week at a media conference in Sun Valley, Idaho, that the Bancrofts "keep changing their minds."

The family has been concerned about accounts of corporate interference at other Murdoch-owned newspapers, and demanded assurances that the newsroom of the Journal, which has been under the family's control since 1902, would be free of corporate meddling. Murdoch says those concerns are unfounded.

Anti-Murdoch sentiment among Bancroft family members is sure to be fanned by the abrupt departure late Thursday of Dieter von Holtzbrinck as a director of Dow Jones.

In a tersely worded resignation letter, von Holtzbrinck, whose family controls a prominent publishing company in Germany, including the leading business daily there, said that while Murdoch's offer is "very generous in financial terms," von Holtzbrinck is "very worried" that Dow Jones' journalism will suffer under Murdoch.

Even though Dow Jones' board signed off on Murdoch's proposal without von Holtzbrinck — he reportedly abstained from the vote — there are other signs of trouble for Murdoch's bid.

At that same board meeting Tuesday night, Leslie Hill, a director who is also a Bancroft family member, also reportedly abstained, and fellow director and relative Christopher Bancroft left the meeting early.

All of which raises the question of what would happen if the deal falls apart. The Bancrofts could kill the deal themselves by announcing their intention to vote against it or show such tepid support that News Corp. might walk away rather than risk a nasty shareholder fight later.

The first consequence of a failed deal would surely be a sharp decline in the shares of Dow Jones, most likely to around the mid-$30s level they had been trading at prior to Murdoch's $60-per-share offer becoming public in early May.

Investors are increasingly accounting for the risk of the deal failing, sending Dow Jones shares steadily below Murdoch's offering price since late June.

After cresting at $61.76 on June 5, Dow Jones shares have fallen more than 10 percent, losing 40 cents to $55 yesterday amid a broader downturn in the market.

A collapse in Dow Jones' stock in turn would leave a lot of shareholders unhappy, which could lead to shareholder lawsuits. However, given that investors already knew full well that the company has controlling shareholders, it's not clear that there's much they can do to legally challenge a decision not to sell the company.

"I'm sure the board is following their fiduciary duty by considering the offer," said Espen Eckbo, a professor at the Tuck School of Business at Dartmouth College in Hanover, N.H. "But ultimately when you have a controlling shareholder, they will decide yes or no."

The Bancrofts own 25 percent of the company but control 64 percent of the shareholder vote through supervoting shares.

A union representing Journal reporters and some Bancroft family members have sought to drum up alternatives to Murdoch's offer, but so far none have serious traction. Late yesterday, Internet entrepreneur Brad Greenspan put out a press release detailing a proposal that would involve, in part, lending Bancroft family members up to $600 million to buy out those who want to sell. Dow Jones had no comment.