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Mumbai: The board of Dow Jones & Co. Inc. has endorsed a $5-billion buyout offer from Rupert Murdoch's News Corp., sending the deal to the controlling Bancroft family for final approval. (See: Dow Jones indicates tentative acceptance of News Corp offer) The 16 directors of New York-based Dow Jones committed to accepting the $60 a share bid if a sufficient shares belonging to members of of the Bancroft family, who together control 64 per cent of the voting shares, accept the cash offer. The members of the board, who met for several hours in the evening, were not unanimous in their decision but a "strong majority" voted to recommend approving the deal, said one source familiar with the matter. The board "has determined that it would be prepared to approve, and recommend to the Dow Jones stockholders, including the Bancroft Family stockholders, a merger agreement," Dow Jones said in a statement. The deal could be completed within a week if the company's defiant controlling shareholders heed their directors' advice. Bancroft family members have extracted guarantees from News Corp that it would not influence coverage in Dow Jones' main publication, The Wall Street Journal. But the 35 family members with voting rights are still divided on whether to accept the offer. (See: Dow Jones, Murdoch nearing pact on WSJ independence: NYT) The family's chief trustee, Michael Elefante, informed the board of Dow Jones - of which he is also a director - that family members were evaluating the News Corp offer.
The Journal reported that the Bancrofts would be asked to reveal their voting intentions on Monday at a meeting in Boston. Bancroft family spokesman Roy Winnick declined to comment on Dow Jones directors' endorsement of the News Corp offer at the board meeting. News Corp's executive chairman Rupert Murdoch also did not comment after the meeting, although his company said in a statement that it was "grateful to the board of Dow Jones … for its strong vote of support in favour of our offer". Dow Jones did not reveal how many directors voted in support of the offer, although the Journal reported directors Leslie Hill and Dieter von Holtzbrinck abstained from voting and Christopher Bancroft left the meeting early. Ms Hill and Mr Bancroft - her uncle - are two of the four Bancroft family representatives on the board, along with Elefante. Bancroft's cousin Elizabeth Steele is the other. A core value of Dow Jones is that it operates within a "virtuous circle" of business success, financial success and journalistic excellence. Dow Jones, apart from the Journal, owns other financial publications such as Barron's and the Far Eastern Economic Review, news and information database Factiva and sharemarket indices, including the Dow Jones Industrial Average. The Bancroft family has controlled Dow Jones since 1905. It now owns less than a quarter of all Dow Jones shares on issue, but has retained its dominance by holding many Class B shares, which have 10 times the voting power of Class A shares. Christopher Bancroft is believed to be one of the leading opponents of a News Corp takeover within the family due to the prospect of editorial interference, and has reportedly sought rival bidders for Dow Jones. (See: Dow Jones board member opposes sale to News Corp) But his opposition may prove irrelevant if Elefante and another lawyer colleague who control many of the Bancroft family's share trusts decide to accept the offer after consultation with other family members. The possibility remains that enough members of the Bancroft family and other Class B shareholders could still block a sale. Analysts have said that could cause the Dow Jones's stock price to plummet and possibly spur a round of lawsuits by outside shareholders. Legal experts have, however, said that legal action against the Bancrofts, including those who are members of Dow Jones's board, is unlikely to succeed. Meanwhile, internet entrepreneur Brad Greenspan, who offered to buy a 25 per cent stake in Dow Jones at $60 per share, said before Dow Jones released its statement that he remained "engaged in the process".
also see : Dow Jones receives
alternate bids
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