Source: Dow Jones & Company, Bancroft family
Dow Jones & Company (NYSE:DJ) and News Corporation (NYSE:NWS) (NYSE:NWS-A) (ASX:NWS.AX) (ASX:NWSLV.AX) announced today that they have signed a definitive merger agreement under which News Corporation will acquire Dow Jones in a transaction valued at approximately $5.6 billion.
Under the terms of the agreement, which was approved by both companies' boards of directors, Dow Jones stockholders will be entitled to receive $60 in cash for each share of common stock and Class B common stock that they own. Certain members of the Bancroft family and the trustees of trusts for their benefit who collectively own approximately 37% of Dow Jones' voting stock have agreed to vote to approve the transaction. In addition, the parties have agreed on the terms of an editorial agreement that provides for the establishment of a five-member, special committee with the objective of assuring the continued journalistic and editorial integrity and independence of Dow Jones' publications and services. The initial members of the special committee will be Louis Boccardi, Thomas Bray, Jennifer Dunn, Jack Fuller and Nicholas Negroponte.
The merger agreement provides that up to 250 holders of record and not more than 10% of the shares of Dow Jones may elect to have their shares of Dow Jones equity converted into a number of Class B units of Newco LLC, a newly formed subsidiary of News Corporation (each unit of which will be exchangeable for one share of Class A common stock of News Corporation in accordance with the terms and conditions of the Newco LLC operating agreement). The number of Class B units of Newco LLC issuable in exchange for each share of Dow Jones common stock will be based on the exchange ratio in the merger agreement, which is equal to the number of shares of News Corporation's Class A common stock with a value of $60 based on the volume weighted average trading price of a share of Class A common stock of News Corporation over the five trading days ending on the trading day prior to the closing of the merger. The transaction is expected to be tax-free to Dow Jones stockholders to the extent they receive Newco LLC Class B units for their Dow Jones shares.
The parties have also agreed that, upon closing of the merger, News Corporation will appoint a member of the Bancroft family or another mutually acceptable person to the News Corporation board of directors.
Rupert Murdoch, Chairman and Chief Executive Officer of News Corporation, said, "I am deeply gratified at the level of support we have received from the Bancroft family and its trustees. Given the Bancrofts' long and distinguished history as custodians of Dow Jones, we appreciate how difficult this decision was for some family members. I want to offer the Bancrofts my thanks, and an assurance that our company and my family will be equally strong custodians."
Richard F. Zannino, Chief Executive Officer of Dow Jones, said, "News Corporation's proposal reflects the vitality and uniqueness of Dow Jones and its world-class journalism, brands, businesses and people. The transaction will deliver significant returns to our shareholders. It will also build on our recent, industry-leading earnings growth and make our company and journalism even stronger as our strengths are leveraged across News Corporation's powerful global distribution and marketing platforms for the benefit of our readers and other customers. On behalf of all of my colleagues at Dow Jones, I would like to express our deepest gratitude to the Bancroft family for their years of steadfast support for the journalistic excellence of Dow Jones. We look forward to continuing their legacy."
M. Peter McPherson, Chairman of the Board of Dow Jones, said, "Having thoroughly reviewed News Corporation's proposal, the Dow Jones Board has overwhelmingly voted to approve the definitive merger agreement. This decision has been difficult and emotional for a great many people because of the long history of this great institution. The board has concluded, with a great deal of family support, that the proposal provides outstanding financial value and provides excellent opportunities to the extraordinary Dow Jones franchise. Also, we wish to thank the Bancroft family for their years of faithful stewardship. The editorial independence agreement proposed by the Bancroft family is a strong agreement about which all can be pleased."
Mr. Murdoch added, "Dow Jones is a vibrant company and one of the world's greatest media franchises, with a portfolio of brands that has no equal in financial information and business journalism. In combination with News Corporation's assets, The Wall Street Journal and the other Dow Jones operations will be even more formidable competitors as we profitably extend their invaluable information across our print, broadcast and digital platforms around the world."
The merger, which is expected to close in the fourth calendar quarter, is subject to approval by Dow Jones stockholders, execution and delivery by the parties of the editorial agreement, regulatory approvals and other customary closing conditions.
Goldman, Sachs & Co. served as financial advisor to Dow Jones and Fried, Frank, Harris, Shriver & Jacobson LLP provided legal counsel to Dow Jones. Simpson Thacher & Bartlett LLP provided legal counsel to the non-family members of Dow Jones' board of directors. Merrill Lynch & Co. acted as financial advisor to certain trusts for the benefit of the Bancroft family. Wachtell Lipton Rosen & Katz provided legal counsel to the Bancroft family. JPMorgan, Allen & Company and Centerview Partners served as financial advisors to News Corporation, and Skadden, Arps, Slate, Meagher & Flom LLP and Hogan & Hartson LLP provided legal counsel to News Corporation.
This press release and the related Agreement and Plan of Merger will be filed with the U.S. Securities and Exchange Commission pursuant to the requirements of U.S. securities laws.
Following today's announcement by Dow Jones & Co., Inc. and News Corporation that they have entered into a definitive merger agreement to combine the two companies, a spokesperson for the Bancroft family today issued the following statement:
"The process of thoroughly reviewing a broad range of possible alternatives for Dow Jones has been long, complex and arduous. After much soul-searching, hard work and analysis by Bancroft family members, trustees and advisors, shares held by family members and trustees representing approximately 37 percent of the Company's voting power have been committed to support the News Corporation transaction.
"All the members of the Bancroft family, wherever each came out on the News Corporation proposal, share a deep love for Dow Jones, its people, its publications and its brands.
"It is our most fervent hope that in the years to come, The Wall Street Journal will continue to enjoy, and deserve, the universal admiration and respect in which it is held all over the world, and that the Journal and Dow Jones's other print and online publications will continue to achieve great things as part of a larger, well-capitalized, global organization committed to upholding the long tradition of journalistic excellence, independence and editorial integrity of which we are all so proud."
Merrill Lynch & Co. acted as financial advisor to the Bancroft family, and Wachtell, Lipton, Rosen & Katz provided legal counsel to the Bancroft family.
References herein to the Bancroft family are to various individual family members and trusts for the benefit of family members. Ultimate voting and dispositive power with respect to the shares of Dow Jones held or controlled by such individuals and trusts resides with those individuals and the trustees of the trusts.