Back at the beginning of June, Floyd Norris mused
about whether a minority of Bancrofts could block a sale of Dow Jones to Rupert
Murdoch, and John Carney whipped out his Casio and
that "Bancrofts holding slightly less than 4.3 million Class B shares—or
just 26% of the family’s total Class B holdings—could successfully
resist a takeover by tender offer even we assume all the shares of common stock
tendered into the acquisition".
Turns out, that’s not going to happen.
The WSJ clarifies
the situation this morning, saying that "only 51% of the voting power is
required for approval" of the deal sealed by the Dow Jones board yesterday.
What’s more, Michael Elefante, the Dow Jones board member who
voted in favor of the deal, "can deliver a little less than half of the
family’s 64% stake," according to the paper. It’s theoretically possible,
but in practice vanishingly unlikely, that Elefante qua Dow Jones board
member would vote in favor of the deal, while Elefante qua family trustee
would vote against.
All of which means that Christopher Bancroft, James
Ottaway, and other important shareholders will be able to vote their
shares against a deal without actually scuttling it. They’ll sleep better at
night, knowing that they did their utmost to prevent a sale to Murdoch, while
also knowing that their bank accounts will be significantly fatter once the
deal, against their objections, goes through.