According to the Wall Street Journal, Dow Jones chief executive Richard F. Zannio, who previously opposed the deal, voted to recommend the sale to stockholders.  Others in support of the sale to News Corp. included Bancroft family member Lisa Steele and family trustee Michael B. Elefante.

The board did not vote unanimously on the sale, though the decision was reached via a “strong majority.” Leslie Hall, a member of the Bancrofts, and Dieter von Holtzbrinck abstained from voting, and Christopher Bancroft left the meeting early.  Based on legal liability, the two Bancrofts were unable to register “no” votes, but it is thought that both are opposed to the deal.

The Bancrofts, which hold 64% of the company’s voting power, are set to meet on Monday in Boston, and it is anticipated that the family could take up to a week to reach the final decision.  Hemenway & Barnes, the law firm charged with managing family holdings, will conduct the voting process.  Sources close to the matter report that Bancroft approval is “too close to call”, but because the vote will be conducted following the individual power of each member, the WSJ claimed that only “a small minority of the family is necessary to sell the company.”

The Bancrofts, who have been embroiled in discussions with Murdoch over safeguarding the editorial independence of the WSJ, could still reject the offer but would risk a sharp drop-off in share value.

Elefante, one of two powerful trustees for the family, has reportedly told fellow board members that he can deliver about half of the Bancrofts’ stake.  With non-Bancrofts holding about 29% of the total voting power, that number would be enough to deliver the Dow Jones into Murdoch’s hands, since most of the other stockholders are expected to support the deal.  Ultimately, 51% of voting power is required for the final sale, but the WSJ expects News Corp. to leave some margin for the shareholders who may not vote. 

After weeks of back-and-forth discussions, Murdoch met with representatives of Dow Jones, including Zannio, on Monday, June 16.  Dow Jones directors, Lewis B. Campbell and M. Peter McPherson, encouraged Murdoch to raise his $60/share offer to increase his chances of winning over more than half of the family.  Sources report that Murdoch refused, saying, “It was hard enough to get my board to $60.” In the event of a sale, News Corp would invest far more than $5 billion in Dow Jones, as it would acquire the company’s debt and medical liabilities in addition to making other investments.

According to the WSJ, Murdoch later suggested nominating Paul Steiger, Editor at Large for the Wall Street Journal, to News Corp.’s board of directors, per the agreement on editorial independence suggested by the Bancrofts.  Other safeguards include a five-seat independent board to oversee the hiring and firing of three Dow Jones editors and other protections of editorial integrity.  Steiger, set to retire at the end of the year, reportedly said, “Nobody has talked to me about this.”

The WSJ reported that News Corp., which is reportedly “grateful” for the board’s vote, would authorize the deal if the Bancrofts promptly vote in support of the sale.

Source: The Wall Street Journal, The New York Times, and Media Guardian