News & Events

Simpson Thacher is advising the Board of Directors of Dow Jones & Company, Inc. in connection with Dow Jones' announced sale to News Corporation, the company owned and controlled by Rupert Murdoch, in a transaction valued at approximately $5.6 billion. Dow Jones & Company, Inc. is a leading provider of global business news and information services and owns, among other ventures, the Wall Street Journal. Under the terms of the transaction entered into between the parties, Dow Jones stockholders will be entitled to receive $60 in cash for each share of common stock they own, while up to 250 holders of common stock may elect to have their shares of Dow Jones, subject to a specified maximum number of shares, converted into units of a newly formed subsidiary of News Corp. The transaction remains subject, among other things, to approval of stockholders of Dow Jones. Certain members of the Bancroft family and the trustees of trusts for their benefit who collectively own approximately 37% of Dow Jones' voting stock have agreed to vote to approve the transaction. In addition, the parties have agreed on the terms of an editorial agreement that provides for the establishment of a five-member special committee with the objective of assuring the continued journalistic and editorial integrity and independence of Dow Jones' publications and services.

The Simpson Thacher team working on this deal includes: Dick Beattie, Rob Spatt, Eric Swedenburg and Nomaan Raja (M&A); Alvin Brown (Employee Benefits); Steven Todrys (Tax); Paul Curnin and David Elbaum (Litigation); and Kevin J. Arquit, Joseph F. Wayland, Olivier N. Antoine and Timothy J. Cornell (Anti-trust); as well as summer associate Brian Ferry. Paralegal Jamie Ko also provided valuable assistance.