Dow Jones OKs $5 bln sale to News Corp

By Robert MacMillan and Kenneth Li

NEW YORK (Reuters) - Rupert Murdoch is set to achieve his decades-long dream of running the venerable Wall Street Journal after Dow Jones & Co Inc.'s board agreed to News Corp's $5 billion buyout bid on Tuesday.

The board decided to accept the offer at a meeting Tuesday evening, according to a source familiar with the matter, shortly after News Corp.'s board approved the deal.

The 76-year-old media mogul spent the past three months courting the Bancroft family, which has controlled Dow Jones for more than a century.

The Journal and other Dow Jones properties add to Murdoch's sprawling media empire -- from the Fox television stations and MySpace online social network to the Times of London and New York Post -- and would aid the launch of a Fox business channel later this year.

The family initially rejected Murdoch's bid over fears that he would tarnish the Journal's image and use Dow Jones's news operations to further his business interests. Many Journal reporters, and Dow Jones employees, also opposed the deal and sought to attract other buyers.

In the end, his $60-per-share offer proved too attractive for many family members to resist, and it all but eliminated the possibility of competing offers.

The board meetings came after members of the Bancroft family holding about 38 percent of Dow Jones' voting shares signaled that they favored the deal, the source said.

That level of support represents more than half of the 64 percent voting shares held by the family.

Dow Jones shareholders still must approve the buyout, an outcome that analysts have said is all but guaranteed, given the 65 percent premium Murdoch offered.

"It's a bad thing for Dow Jones and American journalism that the Bancroft family could not resist Rupert Murdoch's generous offer," said former Dow Jones board member and executive Jim Ottaway Jr., whose family controls 7 percent of Dow Jones voting shares.

"It's a sad thing that the 105-year family tradition of protecting Dow Jones's independence as a public trust will end," he said in a statement.

MERGER AGREEMENT

Dow Jones, which competes with Reuters Group Plc, also owns the Barron's financial weekly, the MarketWatch.com financial news Web site and Dow Jones Newswires.

Its shares closed up 11.3 percent at $57.38 ahead of the votes. News Corp.'s shares edged 0.71 percent lower to $21.12.

Dow Jones was discussing a plan to have News Corp. cover the legal fees incurred by the Bancroft family, amounting to at least $30 million, a source familiar with the matter said earlier on Tuesday.

The final details of the agreement between News Corp. and Dow Jones, which the Journal reported could be signed within hours, were not immediately available.

"After all the high-minded concerns about editorial interest and journalistic excellence, it gets down to who pays the legal fees for the Bancrofts," Benchmark & Co analyst Ed Atorino said.

The Bancrofts are among a group of centenarian newspaper families that includes the Sulzberger clan, who run The New York Times Co., and the Chandlers, who cashed out of Tribune Co. earlier this year.

Unlike their peers, the Bancrofts refrained from interfering with the Journal's news operations. But that remoteness amid sweeping changes in the way people get their news due to the Internet led to criticism that the family was neglecting the company.

"We are actually now paying the price for our passivity over the past 25 years," Bancroft family member Crawford Hill wrote in a letter to his relatives last week. "Our real legacy was an inherited lack of awareness as to what it takes to nurture and pass on an effective legacy."

In selling to Murdoch, the Bancrofts pass Dow Jones to a new media dynasty. Murdoch, who built News Corp from two Australian papers, also controls his global media empire and sees its future some day in the hands of his children.

(Additional reporting by Sam Nelson in Chicago and Megan Davies in New York)

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