Dow Jones Implements Change-in-Control Provisions: WSJ

Dow Jones has implemented change-in-control provisions for more than 100 top managers, as the company considers a $5 billion unsolicited offer from Rupert Murdoch’s News Corp., The Wall Street Journal reports.

Dow Jones is the parent company of The Wall Street Journal.

Dow Jones hasn’t had such a provision because the company is controlled by the Bancroft family, whose consistent position was that the company wasn’t for sale. That changed last week when the family said it thought Dow Jones might be better off as part of a larger entity and that it would meet with Murdoch.

On Monday, Murdoch and his son James met key members of the Bancroft family for the first time in New York. The Murdoch meeting with the Bancroft clan included Christopher Bancroft, Leslie Hill and Elizabeth Steele, who are Dow Jones board members.

The Journal says the incremental cost of the program was less than $50 million, or 1% of the value of Murdoch’s $5 billion offer for Dow Jones.


Separately, a "Wall Street group" and an Internet entrepreneur have expressed interest in mounting a counterbid to News Corp.'s $5 billion offer, an adviser to the Dow Jones employee union said on Thursday.

Ownership Associates founder and President Christopher Mackin declined to identify the entrepreneur or the members of the group. Mackin, an adviser to the union, also declined to say what kind of group it was.

Mackin also said Yucaipa, the investment firm run by Los Angeles billionaire investor Ron Burkle, is working with the union, but "has not committed funding or financing."

The union also is open to more than one way to structure a union-led buyout of Dow Jones if the opportunity arose, including an employee stock ownership plan, Mackin said.

Interest From Tierney

Earlier Thursday, The Journal reported that Brian Tierney, who led the investor group that bought the Philadelphia Inquirer and the Philadelphia Daily News for $515 million, said he is interested in taking a look at Dow Jones.

The public relations and advertising executive says the $60 a share bid from News Corp. is fair, considering the brand names like the Journal and Barron's, that it owns.

"We don't believe News Corporation is overpaying," Tierney told CNBC. "This is one of the greatest journalistic enterprises ever created. In addition, The Wall Street Journal, Dow Jones and Barron's are among the most powerful brands in the world. If there is a process for the sale of the business we would be inclined to participate in partnership with others."

This is the second expression of interest outside of News Corp.'s offer for the media company. Los Angeles billionaire Ron Burkle joined a union representing Dow Jones employees to try to formulate a counter-offer to Murdoch's bid, a union official said.

Protecting Journal's "Integrity"

The union, the Independent Association of Publishers' Employees, said earlier that it had retained advisers to seek alternative bids that could better protect the Wall Street Journal's "unquestioned journalistic integrity."

Burkle told the union that he's interested in working with it to put together an offer, said Steven Yount, a representative for the Independent Association of Publishers' Employees (IAPE), which represents 2,000 Dow Jones workers.

The union has also reached out to Warren Buffett on a potential counter-offer for Dow Jones, but has not received a response yet, Yount said.