kude.punny

Murdoch Awaits Decision on His Dow Offer

The News Corporation appeared tantalizingly close to winning the support of enough members of the Bancroft family to succeed in its bid to acquire Dow Jones & Company last night, but not close enough to conclusively claim victory.
Family members and trusts representing more than 30 percent of the shareholder vote — enough to put the deal over the top — indicated to their lawyers that they would support the bid, but some of them had not yet delivered signed commitments and could still back away, according to people briefed on the matter, who asked not to be identified because they were not authorized to discuss it.
Late last night, bankers on both sides said that the Bancrofts’ chief lawyer, Michael B. Elefante, who was canvassing the family members, still had not given them a precise count of votes committed and those still pending. Some votes appeared to be held up by last-minute negotiations over a side issue — who would pay the fees of the bankers and lawyers advising the family and its various trusts.
The News Corporation has not said how many firmly committed votes it needs from the family before it will be confident enough in the outcome to proceed; people involved in the negotiations put the minimum figure at 30 to 34 percent of the overall shareholder vote.
The Ottaway family, longtime junior partners in Dow Jones, hold 7 percent of the shareholder vote and are opposed to the deal, and the Bancrofts, with 64 percent, were deeply divided, with a set of alliances that continued shifting until the last day.
That leaves 29 percent of the vote in outside hands, the great majority of which is expected to favor the deal. But it is hard to predict what fraction will vote against, and how many shareholders simply will not vote — making it equally hard to be certain how many Bancroft shares the News Corporation needed.
The $5 billion, $60-a-share takeover would give Mr. Murdoch one of the world’s great media trophy properties and a larger voice in national affairs. It would also provide a ready source of material and credibility for his newest big gamble, the Fox Business Channel, which he plans to start in October.
Dow Jones’s centerpiece is The Wall Street Journal, with domestic circulation of more than two million six days a week, second only to USA Today, but the company also has many other parts, like Barron’s magazine, Dow Jones Newswires, the MarketWatch Web site and Factiva, an electronic news archive and information service.
The byzantine takeover fight, which has already dragged on for four months, took several more unorthodox turns yesterday.
Last night, well after the 5 p.m. Eastern deadline for the Bancroft votes to be delivered to the family’s Boston law firm, Hemenway & Barnes, there was still no firm answer from one set of family trusts.
Those trusts are controlled by another set of the family’s lawyers, based in Denver, who were seeking a higher price for the supervoting Class B shares, which are owned primarily by the Bancrofts. Dow Jones management has firmly opposed such a premium.
Another complication emerged yesterday as those Denver trusts sought to have Dow Jones pay their fees and expenses for advisers and lawyers, which could run into the millions of dollars, according to people involved in the talks.
The Denver trusts and several others have suggested that by having the company pay the family’s fees and expenses, they would effectively receive a differential price.
Some people involved in the talks suggested that if Dow Jones were willing to pay the fees and expenses, some of the trusts would most likely vote in favor of the deal.
Complicating the situation further was the revelation that Merrill Lynch, which had been representing the family on behalf of the Boston-based branch, had struck a deal for Dow Jones to pay its expenses, while advisers to other parts of the family had no such arrangement.
The arrangement with Merrill Lynch had some family members up in arms yesterday, claiming that it was a conflict of interest because Merrill Lynch had made repeated presentations to the entire family and was supposed to be unbiased.
The Denver faction, controlling 9 percent of the shareholder vote, is crucial to the deal — it is the only large bloc that wants to sell, but has been holding out for a higher price. If it can be won over, that would almost certainly give Mr. Murdoch enough confidence that he has a majority to proceed with a shareholder vote.

được đăng bởi kude.punny @ 21:53