Wednesday, July 18, 2007

NEW YORK — Rupert Murdoch cleared another hurdle on his way to owning the Wall Street Journal late yesterday when the board of Dow Jones & Co., the Journal’s parent company, said it would sign off on a sale to Mr. Murdoch’s News Corp. for $5 billion.

Dow Jones said its board was prepared to recommend a proposal for News Corp. to acquire Dow Jones for $60 a share in cash, the price Mr. Murdoch had proposed.

However, the deal has yet to overcome its largest obstacle — approval by the mercurial Bancroft family, Dow Jones’ controlling shareholders. The family initially rebuffed Mr. Murdoch’s offer in early May, only to reconsider later.

The family has controlled the storied newspaper publisher for more than a century and views it as a public trust. They insisted on, and received, a commitment to create an oversight board that must approve the hiring or firing of top editors at the Journal.

With board approval now cleared, the deal will be presented to family members, most likely on Monday, and they will have several days to consider it.

The Bancrofts have been divided about the fate of the company from the early stages of Mr. Murdoch’s overture, which began in late March. Even after reaching a pact on editorial independence, there were other signs that the family remained split.

Two Bancroft family members who are also Dow Jones directors have been seeking to thwart Mr. Murdoch’s efforts, the Journal reported, but neither appeared close to succeeding.

Christopher Bancroft has reached out to investors to buy enough shares of Dow Jones to block a sale, and Leslie Hill has been trying to find other buyers, according to the Journal. Mr. Bancroft didn’t return a call for comment, and no phone number was listed for Ms. Hill.

Together, the family controls 64 percent of the shareholder vote, but with some three dozen family members spread across the country and a number of different trusts involved, it remained difficult to say how family dynamics would play out.

Last week, Dow Jones negotiators met with supermarket billionaire Ron Burkle and Web entrepreneur Brad Greenspan to explore a possible counteroffer to Mr. Murdoch, but so far no concrete offer has emerged.

Earlier, General Electric and Pearson PLC abandoned exploratory talks to combine GE’s CNBC channel with Dow Jones and Pearson’s Financial Times newspaper. Many on Wall Street believe Mr. Murdoch’s price of $5 billion is too high to be beat.

Mr. Murdoch has said concerns he would meddle with the Journal’s coverage are unwarranted. He has been mainly silent about how the process is going but expressed frustration about the drawn-out negotiations last week, telling the AP at a conference for media CEOs in Idaho that the Bancrofts “keep changing their minds.”

A union representing Journal reporters and other Dow Jones employees has objected to Mr. Murdoch’s bid, saying he would downgrade news coverage and interfere with newsroom independence for his own business interests.

Jim Ottaway Jr., a former Dow Jones board member, has also been a vocal opponent of the deal, saying he is concerned about the Journal’s newsroom remaining independent. Mr. Ottaway said in an interview yesterday that he and his brother David, who together control about 7 percent of Dow Jones’ vote, would oppose Mr. Murdoch.

The Bancrofts own one-quarter of Dow Jones but control 64 percent of the company’s shareholder vote through a special class of shares that have 10 votes each versus one vote for every publicly held share.

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