CNBC's Faber: Dow Jones Vote Still Uncertain as Deadline Nears

With a deadline to weigh in on News Corp.'s $5 billion offer for Dow Jones fast approaching, the outcome remains far from certain, said CNBC's David Faber.

Dow Jones shares fell some 7% on Monday after The Wall Street Journal, its flagship paper, reported that News Corp. is "highly unlikely" to proceed with its offer for Dow Jones if News Corp. doesn't receive more support from the Bancroft family. The stock has since rebounded.

"The fall may have had the desired effect," Faber said, "sending a wake-up call to Bancroft family members about what is in store for the stock price of the company they control should they not decide to cede that control."

As of late Sunday, family members holding about 28% of Dow Jones' overall voting power had committed to support the deal. If the tally remains at 28%, News Corp. isn't likely to take the deal to a full Dow Jones shareholder vote given it needs to win 50.1% of the votes cast at any shareholder meeting on the deal. 

According to a News Corp. spokesman, the offer will likely need voting power representing at least 30% from the Bancrofts to succeed.

Members of the family that controls Dow Jones have been asked to decide by 5 pm New York time Monday whether they will support News Corp.'s $5 billion bid for the news organization.

Rupert Murdoch's News Corp., owner of Fox News, the New York Post and a sprawling global media empire, made its $60 a share bid for Dow Jones, the publisher of the Wall Street Journal, on May 1. The board of Dow Jones endorsed the offer two weeks ago, sending the deal to the Bancroft family for approval.

The family, which has controlled Dow Jones for more than a century and holds 64% of its voting shares, has since been trying to decide between its numerous members whether to support the bid.

Bancroft family members met in Boston a week ago to hear presentations by their advisers on the deal and to be given the opportunity to sign an agreement saying how they would vote.

One point of focus, has been the so-called Denver branch of the Bancroft family, which as been demanding a premium to the offer in order to approve the deal.

"People close to News Corp. tell me the company will not raise its bid one penny from the current $60," Faber said. "They are happy to point out that the business at Dow Jones continues to deteriorate and that after due diligence it became more apparent that the costs of taking on Dow Jones would be higher than anticipated."

© 2008 CNBC.com