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NWS-DJ: ‘Definitive’ Agreement In Place; Five-Person Edit Board

The definitive merger agreement is in with roughly 37 percent of the Bancroft shares voting in favor of the $5 billion deal. Some of the details:

— A five-person special committee is appointed “with the objective of assuring the continued journalistic and editorial integrity and independence of Dow Jones’ publications and services.” The initial members: Louis Boccardi, Thomas Bray, Jennifer Dunn, Jack Fuller and Nicholas Negroponte.

— One member of the Bancroft family or “another mutually acceptable person” will get a seat on the News Corp. board.

— Up to 250 shareholder or 10 percent of the shares can be converted to Class B shares in a new subsidiary of News Corp. That would be tax-free,

— The merger, as it is described, is expected to close in Q4 subject to shareholder and regulatory approval.

WSJ: Bancroft heir Leslie Hill resigned from the DJ board late Tuesday afternoon. “In a letter to the board, she conceded the deal was a good one in financial terms, but said it failed to outweigh “the loss of an independent global news organization with unmatched credibility and integrity.”

— Responding to the roughly $30 million in fees being paid for the Bancrofts: James H. Ottaway: “It is ironic indeed for the Bancroft family to have to pay 30 shekels of silver to their investment bankers, and 30 shekels of gold to their corporate lawyers, for scaring some of them into betraying their 105-year family loyalty to Dow Jones independence.”