News Corp (NYSE: NWS) filed an S-4 (proxy statement/prospectus) late today with SEC, which contains highly detailed description of the how the deal with Dow Jones (NYS: DJ) came about (starting March 14 to August 1, when the deal was announced), as well as others that were interested (not named). “Ruby Newco” is the temporary merger holding company/subsidiary of News Corp. Some highlights:
— The independent editorial committee (independent of News Corporation, Dow Jones, the Murdoch family and the Bancroft family) to oversee the Journal’s editorial integrity will be: Louis Boccardi, Thomas Bray, Jennifer Dunn, Jack Fuller and Nicholas Negroponte. “The special committee will have rights of approval over, and the power to arbitrate disputes regarding, the appointment and removal of the managing editor of The Wall Street Journal and the editorial page editor of The Wall Street Journal and the managing editor of Dow Jones Newswires, as well as any changes to the authority of any of those editor.” (Ed. Note: Jennifer Dunn is included in the filing but will not be on the committee; she passed away unexpectedly Sept. 5.)
— Dow Jones must pay to News Corporation a break-up fee of $165 million, if the merger fails to go through.
— The stockholders meeting to vote on this deal will be sometime this year, possibly as soon as next month.
— Between June 7, 2007 and July 27, 2007, Goldman Sachs and Merrill Lynch approached or were contacted by 18 potential transaction partners about their possible interest in a transaction with Dow Jones, in addition to the four parties, including News Corporation, that had previously indicated an interest in a transaction with Dow Jones.
— Although the News Corporation proposal became public on May 1, 2007, Dow Jones did not receive a competitive alternative proposal during the ensuing three months.
— Among the reasons DJ board thinks the sale is warranted is: “Its understanding of Dow Jones