Dealwatch: Rupert Murdoch

Dow Jones shareholders approved its $5.16 billion News Corp. buyout Dec. 13, making way for the deal to close. Ahead of the shareholder vote, The Wall Street Journal reported Dec. 7, management changes at the top were already underway, while a New York Times piece Dec. 12 outlined some ideas that have been kicked around since Murdoch came in. Some proposals included taking the words "Wall Street" out of the masthead to garner broader audience appeal and keeping front page stories shorter -- confined to the front. Such ideas, the Times said citing people briefed on the matter, were dismissed, but were evidence of a new owner not afraid to defy tradition.

ONE SLY FOX

With much ado, Fox Business Channel launched Oct. 15, as Reuters' Kenneth Li pointed out, to do as Fox News did to CNN, unseat market leader CNBC, with plans to invest $150 million to $200 million over three years. Li noted that Murdoch said he expected News Corp.'s $900 million investment would earn at least as much each year and that its value would exceed $10 billion.

"Fox Business is considered one of the biggest launches in U.S. cable television, analysts have said," Reuters' Anupreeta Das wrote days later. "The network is seen as just one part of Murdoch's grander ambition to dominate global business news."

Indeed, as The Deal's Richard Morgan pointed out: "One can imagine his excitement over the Oct. 15 launch of Fox Business News, his savoring success in the same arena vacated by Time Warner three years ago when it shuttered CNNfn."

(Meanwhile, the dealmaking goes on for Fox. The auction for nine TV stations News Corp. put up for auction in June may wrap up with a sale to Oak Hill Capital Partners, which reportedly bid $1.1 billion to $1.2 billion for the stations, sources told Reuters, according to a report mid-November.)

BACK WHERE IT ALL BEGINS

The market capitalizations of News Corp. and Time Warner Inc. flip-flopped Oct. 9, Morgan noted, then marking the latest development in a long-standing rivalry. On the occasion, he wrote:

Granted, even when taken together, News Corp.'s $71.6 billion and Time Warner's $71.2 billion barely give Google Inc.'s $195 billion market cap a run for the money. But Google is a phenomenon, whereas News Corp. and Time Warner are head-to-toe media foes.

They've been that way since Rupert Murdoch sneaked into the U.S. magazine business in 1977 by pirating the New York Magazine Co. from founding editor Clay Felker. The subterfuge even wound up earning the mogul-in-the-making -- already dubbed "Dirty Digger" for his tabloid sensibilities -- the cover of Time magazine for Jan. 17, 1977.

He also called a play-by-play of the 30 years that would follow:

• 1981: News Corp. bought half of 20th Century Fox and the other half three years later
• 1986: the studio established a TV group to be the fourth broadcast network in the U.S.
• 1988: buys Triangle Publications, including TV Guide, for $3 billion, almost landing News Corp. in bankruptcy in 1989
• 1990s: a breather
• 2003: buys control of DirecTV, returns it to John Malone in 2006 for his stake in News Corp.
• 2005: picks up MySpace and all its millions of users
• 2007: cuts Dow Jones deal

OPENING THE FLOOD GATES

And about that deal for Dow Jones, one can only imagine what Murdoch was thinking.

Morgan wrote: "Consider ... Murdoch's quest for The Wall Street Journal. The global citizen so coveted Dow Jones' flagship that, according to a quote by him in his own New York Post, he withstood 'criticism normally leveled at a genocidal tyrant.' "

In mid-April, Murdoch made his play for Dow Jones in a move to swell his media empire even more. After the offer was made public two weeks later, trustees with a majority of voting shares said they would oppose such a deal. But, as Morgan pointed out, Dow Jones held Murdoch's letter for two weeks, without public dismissal, an indication it was under consideration. The Bancrofts retained Merrill Lynch & Co. and Wachtell Lipton Rosen & Katz for advice, after dismissing in 2002 an offer from New York Times Co. chairman Arthur Ochs Sulzberger Jr. without even taking it to the board.

Burkle has in recent times has actively pursued newspaper publishers. He teamed with the Newspaper Guild-Communications Workers of America to put together an offer for the papers that McClatchy Co. divested after its purchase of Knight Ridder Co. Earlier this year, Chicago real estate magnate Sam Zell trumped offers from both Burkle and fellow California billionaire Eli Broad in a play to acquire Tribune Co. (For more on the Tribune auction, see a related Dealwatch.)

Who would ultimately prevail was anything but certain, but Jim Cramer argued the viability of Murdoch's proposal. This is not the first time he has gone after Dow Jones, according to Cramer, who in a New York Metro piece dated June 18 wrote that Murdoch approached him 11 years ago about the prospects of a takeover. The family had no interest in selling at the time, Cramer contends he told Murdoch, who responded that some day they would. Given the reality of the print newspaper industry, pressure on Dow Jones' news wires from Bloomberg LLC on the high end and Thomson-Reuters on the low end, WSJ.com's success as a paid site, and Murdoch's Web savvy and what could be an enlightenment on the part of the elder Bancrofts -- or the threat of a law suit from the younger family members -- around fiduciary duty, Cramer contended that this time around, Murdoch would get his way.

Rupert Murdoch roped his long-coveted target Aug. 1. Hours after The Wall Street Journal reported a deal for its parent Dow Jones & Co. was imminent, and that enough of the media group's controlling shareholder family, the Bancrofts, had agreed to tender their shares to give Murdoch's News Corp. a wide enough margin for victory in its $5.6 billion pursuit of its target, the companies announced the deal Aug. 1. In the shareholder vote Dec. 13, the deal garnered fewer affirmative votes from holders of supervoting stock, largely held by Bancroft family members, than shareholders of outstanding common stock, the Journal pointed out.

PERSONNEL MATTERS

• Murdoch made his first visit to the WSJ newsroom Sept. 12, which, Reuters noted, union members had decorated with posters demanding Murdoch "Show Us The Money," featuring a picture of an open suitcase filled with cash. (The piece also noted that many had worried Murdoch would "meddle in the paper's news operations to further his business interests," and he, in turn, agreed to set up an independent editorial oversight board.)
• Dow Jones & Co.'s vice president Paul Ingrassia unveiled plans to leave the company Aug. 20, telling Reuters he didn't foresee an "appropriate place" for himself in the company.
• Board member Leslie Hill resigned Aug. 1. Dieter von Holtzbrinck resigned little more than a week earlier.

TO FREE OR NOT TO FREE?

As the print newspaper industry has continued to decline, new media is one of Murdoch's top priorities. With a deal for Dow Jones, his News Corp. picked up its "industry-leading electronic-publishing component," as one source told Morgan.

Some have argued Murdoch's plan to offer the WSJ.com site for free would boost online revenue, but could hurt other properties like its Factiva database and Dow Jones Newswires, hurt it in advertiser eyes by broadening its readership beyond the business elite or contribute to the erosion of print products, and needing to offset the loss from subscription revenue if it goes free online, according to a Reuters piece Nov. 16. Murdoch, the piece said, is planning to take on the Web's most popular financial news site, Yahoo! Finance, and said earlier in November he wanted to increase its subscription base from 1 million to 15 million unlocking the site. He argued his case for the free site Sept. 18, the day after The New York Times said it would do away with its paid TimesSelect, Reuters pointed out, while he also said he foresaw cost savings of $100 million from the Dow Jones deal. Pearson unveiled plans to make some FT content free Oct. 1.