There would likely be few antitrust or regulatory complications to derail News Corp.’s unsolicited bid for Dow Jones & Co., antitrust and media lawyers say.
Rupert Murdoch’s News Corp. has offered $60 a share for Dow Jones, an offer that is a significant premium on Monday’s closing price of $36.33. The offer values the company at about $5 billion.
Dow Jones issued a brief statement Tuesday acknowledging the bid had been received and said the company’s board, and members of the Bancroft family, the company’s controlling shareholder, are evaluating the proposal.
Despite both companies being large and having global operations, there is little overlap, which will likely result in any deal being given the green light by the antitrust authorities at the Department of Justice, said one lawyer.
“My first instinct would be this wouldn’t raise many flags in the Department of Justice,” said Don Russell, a partner at the specialist communications Washington law firm Robbins Russell.
“It’s kind of hard to imagine that the Wall Street Journal and the New York Post compete with each other,” referring to Dow Jones’ flagship paper and News Corp.’s tabloid.
Russell is the former head of the telecommunications team within the Department of Justice’s antitrust division.
Due to the size of the proposed takeover, the Department of Justice would have to clear the deal, but would be unlikely to conduct a more intensive investigation.
In addition to the Journal, Dow Jones publishes Dow Jones Newswires, Barron’s, the Far Eastern Economic Review, MarketWatch, Dow Jones Indexes and the Ottaway group of community newspapers. It owns news database Factiva and co-owns SmartMoney with Hearst Corp. It also provides news content to CNBC television operations worldwide and to radio stations in the U.S.
News Corp.’s only U.S. newspaper property now is the New York Post, but the company owns the Fox broadcast network and Fox News Channel as well as several entertainment cable channels and 20th Century Fox film studio. The company is a major newspaper publisher in Britain and Australia.
News Corp. has made a number of large acquisitions — old media and new — of late. In December, the company finalized a deal to buy Liberty Media’s $11 billion stake in the media company in exchange for News Corp.’s 38.6 percent stake in DirecTV Group Inc., $550 million of cash and three regional sports networks.
Another lawyer said the Federal Communications Commission would have little to do with the merger as it doesn’t regulate newspapers or online news content, the main assets of Dow Jones. The company’s radio network provides content only, and doesn’t own any stations.
“There would be no need for the FCC to get involved in this deal,” said Irwin Krasnow, a media lawyer with the Washington offices of Garvey Schubert Barer.
The FCC would only get involved if there was cross-ownership issues between radio or television stations and newspaper assets.
The only possible regulatory issue which would have to be resolved in order for the deal to be finalized could be the agreement Dow Jones has with CNBC, the cable business news channel owned by General Electric Co. Under the agreement, Dow Jones supplies financial news to CNBC through 2012.
Later this year, Murdoch plans to launch the Fox Business News Channel, challenging CNBC. Murdoch could strengthen the new channel with Dow Jones content.
“I don’t think this is the type of relationship which could threaten this deal at all,” said Robbert Van Batenburg, head of global research at Louis Capital Markets.
Batenburg said that Murdoch might even seek to continue the relationship with CNBC for strategic purposes.
Both companies have large portfolios of international media assets as well, but like their U.S. businesses, there is little overlap.