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Tuesday, May 15, 2007
The Wall Street Journal reports on NewsCorp CEO Rupert Murdoch's attempts to have conversations with the Bancroft family and other majority shareholders of Dow Jones - efforts that seem to have been spurned so far in spite of promises of editorial independence and limited control over hiring and firing. The article cites a Bancroft family member who saw Murdoch's offer as "the usual stuff" (one wonders what other "usual stuff" has been offered to Dow Jones in recent months). It's understandable that a company with the heritage of Dow Jones would balk at an offer that looks more like a hunt for a trophy wife on the surface than a well-planned merger, but in the details of Murdoch's offer is plenty of evidence that there may be some strong vision at work here.

Specifically of interest is Murdoch's willingness to invest in political and global economic coverage that would make The Wall Street Journal a more attractive international journal of record for business-minded people. In an increasingly global economy Murdoch sees no doubt in Dow Jones the core of an editorial and production team that has the ability to muscle into a more pronounced global leadership role in business media through localized print and online content. WSJ's readership is broad but not broad enough to allow Dow Jones to invest in a major global push effectively. It would be hard to imagine someone other than Murdoch who would have the cash, the influence and the market presence that would allow Dow Jones' brands to thrive in international markets to the extent that his tutelage would allow.

It's understandable that a proudly American brand like Dow Jones would resist Murdoch's advances but the sad fact of the matter is that U.S.-based business media services aimed at mass markets are not going to thrive in the years ahead unless they're more effective on a global scale. U.S. markets for business information are becoming far more data-intensive than overseas markets thanks to both the U.S. regulatory environment and the automated trading capabilities fed by that data. The in-depth journalism that is the specialty of Dow Jones will be focused more effectively on more opaque markets where insights beyond the reach of fair disclosure are needed more urgently. Other offers that are beyond this "usual stuff" may come along at some point but one wonders whether Dow Jones will have the market leverage at such an undetermined point in time to leverage its brand's strength as effectively as it can today. They may not like the suitor but Murdoch is leading with a strong suit that should be considered with a hard-nosed look at the spreadsheets as well as with a journalist's gut.

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By John Blossom - posted at 11:22 AM
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Its the height of hypocrisy for the Bancroft family to spurn this offer, given the Wall Street Journals ethos supporting free markets. Even though they have stacked the deck in their favor, given a minority economic interest in DJ purchases for them a majority voting interest, they still owe a significant fiduciary obligation to the remaining shareholders who have a majority economic interest and a minority voting interest. They need to communicate to these shareholders how they can deliver value that is superior to Murdoch's bid. However, it is highly doubtful that the clan can stay off the tennis court long enough to do it, as the majority of the family has not had more than a passive interest in the company for years. If they are going to use other people's money to support their idle lifestyle and simultaneously be disdainful of shareholders' needs to earn a market return, their is another way for them to resolve this dilemma. Buy the company back from shareholders and fade into private equity land, as their is plenty of liquidity out there to do so. If they spurn Murdoch's offer and try to go back to business as usual, then DJ does not deserve to be a public company.
 
Anonymous,

Your points are on target. Unlike the Founder's Share control of Reuters, which can be voted to prevent a takeover that would harm the journalistic integrity of that company, the minority control in charge of DJ is less conclusively tied to ethical considerations.

It's hard for a generation of family-owned media companies to come to grips with a new marketplace for news content that no longer benefits from patrician stewardship as much as before. Somewhere along the way "journalistic integrity" got conflated with "business as usual" - a near-lethal combination for many news organizations.

You point to another possible exit for the Bancrofts - private equity. Well, why not, everyone else is doing it. But I do think that Murdoch's unique leverage in international markets is the key that DJ has to look at carefully. A private equity play may be able to make controlling shareholders more comfortable as they release the reins of power, but it's not clear that private equity will be able to come up with the access to markets that Murdoch's market position affords. Zannino is a very savvy and talented guy in every way, but when it comes to swinging a big international stick it's hard to imagine someone being able to out-scale Murdoch.

All the best,
John Blossom
 
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