Divided Bancrofts Given 5 p.m. Deadline To Decide on Murdoch’s Offer

The Wall Street Journal reports today that the Bancroft family is still divided over whether to sell Dow Jones, Inc. to Rupert Murdoch's News Corp. for $5 billion.

Michael B. Elefante, the family's lead trustee, indicated to some on the board last night that he has slightly less than 30 percent of the overall vote. News Corp. likely needs family votes representing roughly 30 percent of the overall vote to succeed. Mr. Elefante has given family members a deadline of today at 5 p.m. to present him with voting agreements to sell shares to News Corp., which has offered $60 a share, or $5 billion, for the company.

The complicated structure for voting shares is making things difficult. Jane Cox McElree has resigned from some of the trusts for which she votes, worried that divisions among the beneficiaries of those trusts over whether to sell might make her liable to those who disagree with her vote. She has indicated she will vote against the bid.

 

Another group of trusts managed by Denver law firm Holme Roberts & Owen have decided to vote against the deal, and were continuing to hold out for an additional 10 percent to 20 percent over the $60 a share News Corp. has offered. The Denver trusts have argued that the supervoting B shares — which each have 10 votes — are worth more than common shares.

There is also division in the law firm of Hemenway & Barnes, the Boston firm that advises the Bancroft family and in which Mr. Elefante is a partner. Other partners are arguing that the "supervoting" shares which belong largely to Bancrofts should get more money per share than other shares in the company. Since that could lead to litigation from shareholders who do not get the advantage, it has been suggested that the move is meant to shake more money out of the Murdoch bid altogether. Mr. Murdoch has said he will walk away from the deal rather than negotiate, if his initial offer is not accepted.