□ Our reporter Lu Zheng
On July 31, EST, the three month long acquisition of Dow Jones by News Corporation was finally settled in the uproar of all parties to eliminate differences and discuss the value of news. On the same day, the board of directors of News Corporation and Dow Jones Corporation under Rupert Murdoch, a media tycoon, held separate meetings and approved the agreement of News Corporation to acquire Dow Jones Corporation.
On August 1, Dow Jones announced that the two sides had reached a final merger agreement, and News Corporation would complete the merger of Dow Jones with a total price of 5.6 billion dollars. This also means that the history of the Bancroft family holding Dow Jones for more than a century is over.
Murdoch got his wish
According to foreign reports, the board of directors of the two companies held separate meetings on Tuesday, and both of them approved the above transaction. News Corporation and Dow Jones signed a merger agreement on Tuesday night and issued a related statement.
Although the acquisition will still face the approval of the US regulatory authorities, Murdoch said that this would not constitute a problem.
Dow Jones is one of the oldest and most famous enterprises in the American newspaper industry. The Wall Street Journal, owned by Dow Jones, is the second largest newspaper in the United States and a financial media with a global reputation. However, in recent years, it has been facing heavy pressure on business. The Wall Street Journal wrote that with the involvement of News Corporation, Dow Jones has entered a new era. Murdoch said Tuesday that he plans to add four news pages to the Wall Street Journal.
Now 76 years old, Murdoch has long admired the Wall Street Journal, and this acquisition of Dow Jones is more than enough. However, the Ban family is worried that Murdoch will interfere in the editorial work of newspapers and bring some of his newspapers (such as the New York Post) to the Wall Street Journal with their distinctive news style after News Corporation takes over. This will damage its reputation. Therefore, the acquisition case has always been a wave with multiple discounts.
Previously, Dieter von Holzblink, a director of Dow Jones, said that the news value of Jones would be damaged after the acquisition, and resigned as a director to protest the decision of the board of directors to accept the acquisition of News Corporation.
Just last Monday, members of the Ban family held a meeting in Boston to discuss whether to sell Dow Jones to News Corporation under Murdoch. The Ban family also planned to choose another buyer.
But News Corporation's offer of $60 per share (67% higher than Dow Jones' share price when the takeover proposal was announced) is still the only sincere proposal. Under the repeated urging of the Dow Jones Board of Directors and family advisers, key members of the Ban family had to admit that they had no choice.
The Dow Jones announcement pointed out that the board of directors had decided that News Corporation would nominate a member of the Ban family or other mutually acceptable members to join the board of directors of News Corporation before the completion of the acquisition.
Key trust fund shift
News Corporation's entry into Dow Jones benefited from the change of position of a key trust fund of Bans at a critical moment.
Denver trust, a member of the Bancroft family, the controlling shareholder of Dow Jones, said earlier that it would vote against News Corporation's proposed acquisition of Dow Jones at $60 per share, in order to pressure News Corporation to raise its offer. Denver Trust holds 9.1% of the voting shares of Dow Jones, which is regarded as an important part of the Ban family. The market believes that the trust is inclined to sell Dow Jones Company, but has been urging News Corporation to raise its bid.
However, News Corporation refused to raise its initial acquisition offer, which already had a 67% premium, and also hinted that it might abandon its acquisition plan if it did not get the support of the Ban family.
Therefore, the directors of Dow Jones decided to create a fund to resolve the deadlock between the two sides, which also changed the opposition of Denver Trust. It is reported that all advisory fees incurred by the Ban family from this transaction are paid by this fund. If Murdoch receives Dow Jones as he wishes, News Corporation will bear all these expenses. According to people familiar with the matter, these expenses totaled at least $30 million.
