Dow Jones Bid May Reshape News Industry

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News and entertainment titan Rupert Murdoch’s bid to buy Dow Jones & Co. is likely to be the opening shot in a round of negotiations that could reshape not only New York’s press market but also the rest of the news industry.

Mr. Murdoch’s $60-a-share bid to snatch up Dow Jones, which owns the Wall Street Journal, so far exceeded the $37.12 at which the stock opened the day that many analysts concluded it would be a difficult offer to turn down.

But yesterday, after initially saying it was evaluating the offer, Dow Jones issued a statement saying the Bancroft family, which has 64.2% voting control of the company’s shares, would oppose the bid with more than 50% of the company’s voting shares. The statement said the Dow Jones board would “factor this information into its evaluation” of the offer.

The statement did not expand on whether the Bancrofts would entertain a higher bid from Mr. Murdoch’s News Corp. or from another entity. The family has resisted buyout offers in the past, choosing instead to keep the company independent, but Mr. Murdoch’s bid was viewed as unique, in part because of the premium over the current share price.

For Mr. Murdoch, the acquisition would be a boon. Owning the Wall Street Journal, the Dow Jones News Service, MarketWatch.com, and Barron’s would instantaneously boost his planned business television station. Dow Jones currently has a relationship with CNBC that runs through 2012, but Mr. Murdoch did not seem concerned with that when asked about it during an interview on Fox News yesterday. If he succeeds in his purchase and launches his television station, he could put up a serious competitor to that cable business news station.

A former managing editor of the Wall Street Journal, Norman Pearlstine, who is now a senior telecommunications and media advisor at the Carlyle Group, said shareholders might make the case that the board has a fiduciary responsibility to entertain the offer.

“It’s a very aggressive offer that I think is designed to get the attention of the board,” said Mr. Pearlstine, who stressed that he was not speaking on behalf of the Carlyle Group. “I think Murdoch, with his coming business news channel and the other properties, maybe sees things that either wouldn’t be apparent to other people or that other people couldn’t capitalize on.”

Mr. Murdoch, who has made more quiet pitches for the company in the past, said he did not believe that other parties, including private equity firms, would be able to match his offer.

He said the company has “great journalists,” and “great management,” but that it has “a rather confined capital.”

“It needs to be part of a bigger organization to be taken further,” Mr. Murdoch said on Fox News Channel, part of his News Corp. empire whose far-flung holdings also include the New York Post and the Weekly Standard.

A private equity analyst at Prudential Equity Group LLC, Steven Barlow, said the bid from Mr. Murdoch “provides an opportunity for others to rattle their saber if they want to.”

“Certainly all of a sudden it’s in play at a $60 price,” Mr. Barlow said. “I think it’s going to be hard to beat. But I think people will look at it and decide if they want to do that. It puts the company in play in a way that it’s never been put in play before.”

A report published yesterday by the Prudential Equity Group LLC concluded News Corporation was a logical bidder and that the $60 per share offer would be a “windfall” for Dow Jones’ shareholders.

Bloomberg LP, the company many deemed most likely to have the cash and the incentive to make a competing offer, did not publicly bite yesterday. A spokeswoman for the company, Judith Czelusniak, said via e-mail that the company would not be making a bid. Mr. Murdoch said he was relieved at that news and said that for Mayor Bloomberg it would be “difficult to buy it and run for president at the same time.”

A union representing some employees at Dow Jones, the Independent Association of Publishers’ Employees, came out against the offer, saying Mr. Murdoch has “shown a willingness to crush quality and independence.”

“The massive premium Mr. Murdoch is offering suggests only one recourse to make the acquisition profitable: gutting the enterprise and slashing the staff,” the union said.

The president of the union, Steven Yount, said readers would see the News Corporation as Fox News, which he said would raise questions about the “integrity and independence of the product.”

Before the Bancrofts indicated that they were not interested, Mr. Murdoch said he expected to meet with members of the family within the next two or three weeks.

Yesterday’s bid prompted a surge among shares of Dow Jones stock, which closed yesterday at $56.90 a share, up 56.6%. Others news companies also saw their stock prices rise. In the last few years, Google has purchased YouTube for $1.6 billion, News Corp paid more than $580 million to buy the internet social networking site MySpace, the Tribune Company agreed to a $8 billion sale, and McClatchy Co. acquired Knight Ridder Inc.

If Mr. Murdoch succeeds, News Corp. would own the second-largest newspaper in America in terms of circulation — the Wall Street Journal — and the fifth largest — the New York Post, which has been aggressively expanding its national audience. It would also own the top-rated all-news cable network, Fox News Channel. The Post and the Journal both are based in Manhattan and have right-of-center editorial pages.

A dislodging of Bancroft family ownership at the Journal also may presage an ouster of the Ochs-Sulzberger family at the New York Times Company, which has been under pressure from non-family shareholders to increase its stock price.


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