Goldman Sachs in $5.6 Billion Takeover of Dow Jones

August 1, 2007

Cleary Gottlieb is representing Goldman Sachs as financial advisor to Dow Jones & Company in Dow Jones’ agreement to sell itself to News Corporation for $5.6 billion in cash. Members of the Bancroft family and the trusts held for their benefit, who collectively own approximately 37% of Dow Jones’ voting stock, have agreed to vote to approve the sale. In addition, the parties will enter into an editorial agreement providing for the establishment of a five-member, special committee charged with assuring the continued journalistic and editorial integrity and independence of Dow Jones’ publications and services. The deal also includes an option for a limited number of Dow Jones shareholders to elect to receive securities of a newly formed News Corporation subsidiary on a tax-free basis. Announced on August 1, the transaction is expected to close at the end of 2007.

Cleary Gottlieb also advised Dow Jones earlier this year, in connection with the adoption of change-in-control employment arrangements in response to News Corporation’s initial takeover proposal.

Dow Jones provides global business news and information services, publishing The Wall Street Journal, Barron’s, MarketWatch and the Far Eastern Economic Review.

News Corporation, with assets of $62 billion and annual revenues of $28 billion, is a diversified entertainment company with operations that include filmed entertainment, television, cable network programming, direct broadcast satellite television, magazines and inserts, newspapers, and book publishing.