Dow Jones Board to Take No Action on News Corp. Bid

Investors are betting that Dow Jones & Co., (DJ) publisher of The Wall Street Journal, is now firmly in play, even after the controlling Bancroft family turned thumbs down to a $5 billion bid from Rupert Murdoch.

That was the message from trading in Dow Jones shares Wednesday. The stock, which surged almost 55 percent a day earlier after Murdoch announced his unsolicited bid, fell only 20 cents to end the day at $56 — within shouting distance of the $60 per share offer from Murdoch's News Corp. (NWS)

Dow Jones said late Wednesday that the company's board would take no action on Murdoch's proposal. The company said a director representing the Bancroft family informed the board that members would vote shares constituting 52 percent of outstanding voting power against the bid, as had been widely expected.

Dow Jones shares fell 33 cents in after-hours trading.

The question racing through Wall Street and the newspaper industry was whether the Bancroft family, who controls the company through a special class of shares, will now turn to other media companies or outsiders to generate a bidding war.

Speculation has surfaced that another newspaper publisher such as The Washington Post Co. or an Internet company could emerge as a bidder as well. Bancroft family member William Cox III told the New Yorker magazine in 2003 that the family would be more open to a proposal from the Washington Post.

The Bancrofts have been unwilling to sell in the past and reportedly rebuffed an overture from the Sulzberger family, which controls The New York Times Co., (NYT) in 2002.

But at $60 a share, a premium of more than 65 percent over Dow Jones' recent stock price, many Wall Street analysts felt Murdoch's offer was too compelling to pass up — and could lead to others making their own bids.

"We're gratified to see someone see the same value we've seen for some time in the assets," said John Linehan, a portfolio manager at T. Rowe Price, the largest outside shareholder in Dow Jones apart from the Bancrofts, with about 11 percent of the company. "It's a reasonable offer that merits consideration."

Of the many names usually mentioned as potentially interested in acquiring Dow Jones, most were silent Wednesday about what their intentions might be.

A spokesman for General Electric Co. says the company isn't interested, and Gannett Co., the largest newspaper company in the country and publisher of USA Today — the only newspaper with higher circulation than The Wall Street Journal — declined to comment, as did The Washington Post.

Judith Czelusniak, a spokeswoman for Bloomberg LP, a major supplier of financial news, said that company would not be interested, but she declined to elaborate.

An assistant to billionaire Warren Buffett said he wasn't doing any interviews ahead of Berkshire Hathaway Inc.'s annual shareholder meeting Saturday.

However, Buffett, who owns the Buffalo News, warned in his latest annual shareholder letter that "fundamentals are definitely eroding in the newspaper industry," raising doubts about whether he would step up.

While any number of companies would love to own Dow Jones, it's not clear how many besides Murdoch would be able to afford the $5 billion price tag as easily, or to justify the strategic fit.

Murdoch is attracted to Dow Jones for the prestige and power that would come with owning The Wall Street Journal, one of the largest papers in the country and the most influential in the U.S. business world.

Dow Jones also holds a special appeal to Murdoch since his News Corp. conglomerate is about to launch a business news cable channel. The company already owns Fox News Channel, the Fox broadcast network, MySpace and the Twentieth Century Fox movie studio.

The new business channel would benefit greatly from the expertise and strong brand name of the Journal and Dow Jones' other holdings, including Dow Jones Newswires, Barron's and its part-ownership of SmartMoney magazine. Dow Jones currently has a content-sharing deal that goes through 2012 with GE's CNBC, which would rival the new business channel.

Morgan Stanley analyst Lisa Monaco told investors in a note that a joining of forces between Murdoch and Dow Jones was a "unique combination of content and distribution that few in the media business could replicate."

Newspapers all through the country are struggling with competition for readers and advertisers with other media, such as cable, satellite TV and the Internet, and as a result their stocks have suffered.

That doesn't mean that no one at all wants to buy newspapers any more. The businesses still remain profitable, and late last year private-equity investors bought the Minneapolis Star Tribune newspaper from McClatchy Co., albeit for far less than McClatchy had paid for it. Last month, Tribune Co. agreed to be taken private in a $8.2 billion deal led by real-estate investor Sam Zell.

The determining factor for the future of Dow Jones is the Bancroft family, which has long protected the independence of the Journal. Still, they have trimmed their holdings over time and now own just 24.7 percent of the company, while still controlling 64.2 percent of the shareholder vote.

Shareholders, management and staff of Dow Jones have also long been frustrated with the slump in the company's share price, which last touched the $60 level in April 2002, before the current downturn in advertising began. The stock closed as high as $76.75 on June 20, 2000.

News Corp. is the parent company of FOX News, which operates