EX-99 5 ex99-1.htm EXHIBIT 99.1 - PRESS RELEASE
Filed by News Corporation

Pursuant to Rule 425

under the Securities Act of 1933
Subject Company: Dow Jones & Company, Inc.

Commission File No:
001-7564

Investor Contacts:

Reed Nolte
News Corporation
SVP, Investor Relations
(212) 852-7092

Mark Donohue
Dow Jones & Company
Director, Investor Relations
(609) 520-5660

Media Contacts:

Andrew Butcher
News Corporation
SVP, Corporate Communications
(212) 852-7070


Linda Dunbar
Dow Jones & Company
Vice President, Corporate Communications
(212) 416-2117
Linda.Dunbar@dowjones.com

DOW JONES & COMPANY AND NEWS CORPORATION

ENTER INTO DEFINITIVE MERGER AGREEMENT

Bancroft Family Members Holding Approximately 37% of Dow Jones’ Voting Power

Agree to Support the Transaction

NEW YORK (August 1, 2007) ( Dow Jones & Company (NYSE: DJ) and News Corporation (NYSE: NWS, NWS.A; ASX: NWS, NWSLV) announced today that they have signed a definitive merger agreement under which News Corporation will acquire Dow Jones in a transaction valued at approximately $5.6 billion.

Under the terms of the agreement, which was approved by both companies’ boards of directors, Dow Jones stockholders will be entitled to receive $60 in cash for each share of common stock and Class B common stock that they own. 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



1

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 initial members of the special committee will be Louis Boccardi, Thomas Bray, Jennifer Dunn, Jack Fuller and Nicholas Negroponte.

The merger agreement provides that up to 250 holders of record and not more than 10% of the shares of Dow Jones may elect to have their shares of Dow Jones equity converted into a number of Class B units of Newco LLC, a newly formed subsidiary of News Corporation (each unit of which will be exchangeable for one share of Class A common stock of News Corporation in accordance with the terms and conditions of the Newco LLC operating agreement). The number of Class B units of Newco LLC issuable in exchange for each share of Dow Jones common stock will be based on the exchange ratio in the merger agreement, which is equal to the number of shares of News Corporation’s Class A common stock with a value of $60 based on the volume weighted average trading price of a share of Class A common stock of News Corporation over the five trading days ending on the trading day prior to the closing of the merger. The transaction is expected to be tax-free to Dow Jones stockholders to the extent they receive Newco LLC Class B units for their Dow Jones shares.

The parties have also agreed that, upon closing of the merger, News Corporation will appoint a member of the Bancroft family or another mutually acceptable person to the News Corporation board of directors.

Rupert Murdoch, Chairman and Chief Executive Officer of News Corporation, said, “I am deeply gratified at the level of support we have received from the Bancroft family and its trustees. Given the Bancrofts’ long and distinguished history as custodians of Dow Jones, we

2

appreciate how difficult this decision was for some family members. I want to offer the Bancrofts my thanks, and an assurance that our company and my family will be equally strong custodians.”

Richard F. Zannino, Chief Executive Officer of Dow Jones, said, “News Corporation’s proposal reflects the vitality and uniqueness of Dow Jones and its world-class journalism, brands, businesses and people. The transaction will deliver significant returns to our shareholders. It will also build on our recent, industry-leading earnings growth and make our company and journalism even stronger as our strengths are leveraged across News Corp.’s powerful global distribution and marketing platforms for the benefit of our readers and other customers. On behalf of all of my colleagues at Dow Jones, I would like to express our deepest gratitude to the Bancroft family for their years of steadfast support for the journalistic excellence of Dow Jones. We look forward to continuing their legacy.”

M. Peter McPherson, Chairman of the Board of Dow Jones, said, "Having thoroughly reviewed News Corporation's proposal, the Dow Jones Board has overwhelmingly voted to approve the definitive merger agreement. This decision has been difficult and emotional for a great many people because of the long history of this great institution. The board has concluded, with a great deal of family support, that the proposal provides outstanding financial value and provides excellent opportunities to the extraordinary Dow Jones franchise. Also, we wish to thank the Bancroft family for their years of faithful stewardship. The editorial independence agreement proposed by the Bancroft family is a strong agreement about which all can be pleased."

Mr. Murdoch added, “Dow Jones is a vibrant company and one of the world’s greatest media franchises, with a portfolio of brands that has no equal in financial information and

3

business journalism. In combination with News Corporation’s assets, The Wall Street Journal and the other Dow Jones operations will be even more formidable competitors as we profitably extend their invaluable information across our print, broadcast and digital platforms around the world.”

The merger, which is expected to close in the fourth calendar quarter, is subject to approval by Dow Jones stockholders, execution and delivery by the parties of the editorial agreement, regulatory approvals and other customary closing conditions.

Goldman, Sachs & Co. served as financial advisor to Dow Jones and Fried, Frank, Harris, Shriver & Jacobson LLP provided legal counsel to Dow Jones. Simpson Thacher & Bartlett LLP provided legal counsel to the non-family members of Dow Jones’ board of directors. Merrill Lynch & Co. acted as financial advisor to certain trusts for the benefit of the Bancroft family. Wachtell Lipton Rosen & Katz provided legal counsel to the Bancroft family. JPMorgan, Allen & Company and Centerview Partners served as financial advisors to News Corporation, and Skadden, Arps, Slate, Meagher & Flom LLP and Hogan & Hartson LLP provided legal counsel to News Corporation.

This press release and the related Agreement and Plan of Merger will be filed with the U.S. Securities and Exchange Commission pursuant to the requirements of U.S. securities laws.

ABOUT DOW JONES

Dow Jones & Company (NYSE: DJ; dowjones.com) is a leading provider of global business news and information services. Its Consumer Media Group publishes The Wall Street Journal, Barron's, MarketWatch and the Far Eastern Economic Review. Its Enterprise Media Group includes Dow Jones Newswires, Factiva, Dow Jones Client Solutions, Dow Jones Indexes and Dow Jones Financial Information Services. Its Local Media Group operates community-based information franchises. Dow Jones owns 50% of SmartMoney and 33% of Stoxx Ltd. and provides news content to CNBC and radio stations in the U.S.



ABOUT NEWS CORPORATION

News Corporation (NYSE: NWS, NWS.A; ASX: NWS, NWSLV) had total assets as of March 31, 2007 of approximately US$62 billion and total annual revenues of approximately US$28 billion. News Corporation is a diversified entertainment company with operations in eight industry segments: filmed entertainment; television; cable network programming; direct broadcast satellite television; magazines and inserts; newspapers; book



4


publishing; and other. The activities of News Corporation are conducted principally in the United States, Continental Europe, the United Kingdom, Australia, Asia and the Pacific Basin.



IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

News Corporation and one of its subsidiaries will file a registration statement with the Securities and Exchange Commission (SEC), which will include a proxy statement of Dow Jones. Investors are advised to read the registration statement/proxy statement when it becomes available because it will contain important information. Investors may obtain a free copy of the registration statement/proxy statement (when it becomes available) and other relevant documents filed by News Corporation, its subsidiaries and Dow Jones with the SEC at the SEC’s Web site at http://www.sec.gov. The proxy statement and such other documents may also be obtained for free from the Investor Relations section of Dow Jones’ web site (www.dowjones.com) or by directing a request to Dow Jones at: Dow Jones & Company, Inc., 200 Liberty Street, New York, New York 10281, Attention: Investor Relations, or from the Investor Relations section of News Corporation’s web site (www.newscorp.com) or by directing a request to News Corporation, 1211 Avenue of the Americas, New York, New York 10036, Attention: Investor Relations.

Dow Jones and its directors, executive officers and other members of its management and employees are potential participants in the solicitation of proxies from Dow Jones’ stockholders in connection with the merger. Information concerning the interests of Dow Jones’ participants in the solicitation, which may be different than those of the Dow Jones stockholders generally, is set forth in Dow Jones’ proxy statement relating to its 2007 annual meeting of stockholders filed with the SEC on March 16, 2007 and Dow Jones’ Current Report on Form 8-K filed with the SEC on June 7, 2007 as amended by a filing on July 20, 2007 and will be described in the proxy statement relating to the merger.



CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING

INFORMATION FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995



This press release contains forward-looking statements, such as those including the words "believe," "expect," "intend," "estimate," "anticipate," "will," “plan,” "outlook," "guidance," "forecast" and similar expressions, that involve risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including the risk Dow Jones’ business and its relationships with customers, employees or suppliers could suffer due to the uncertainty relating to the merger; that the merger with News Corporation may not be consummated or may be delayed; that anticipated cost savings and revenue enhancements from the merger may not be fully realized; that failure to satisfy conditions to close the merger, including obtaining the requisite regulatory and shareholder approvals; and such other risk factors as may be included from time to time in the respective reports of Dow Jones and News Corporation filed with the SEC and posted in the respective Investor Relations section of Dow Jones’ web site (www.dowjones.com) and News Corporation’s website (www.newscorp.com). The forward looking statements included in this document are made only as of the date of this document and neither Dow Jones nor News Corporation undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.


5


https://www.sec.gov/Archives/edgar/data/29924/000134100407002242/ex99-1.htm

EX-21.1 3 d741099dex211.htm EX-21.1
Exhibit 21.1

NEWS CORPORATION

List of Subsidiaries



1Form Online Pty Ltd Australia
A.C.N. 067 052 386 Pty Limited Australia
A.C.N. 105 222 026 Pty Limited Australia
Adhoc Pty. Ltd. Australia
Admacroft Limited United Kingdom
Advertiser Newspapers Pty Limited Australia
Advertiser-News Weekend Publishing Company Pty. Limited Australia
AH BR Pty Limited Australia
Alesia Holdings, Inc. United States of America
Allied Press Limited Papua New Guinea
Allied Radio Limited United Kingdom
Amplify Education Holding, Inc. United States of America
Anotherway Unlimited Company United Kingdom
APN AP National Sales Pty Ltd Australia
APN Educational Media Pty Limited Australia
APN Newspapers Pty Ltd Australia
APN Printing Services Pty Ltd Australia
ARM Events Pty Ltd Australia
ARM Specialist Media Pty Ltd Australia
Artson System Pty Ltd Australia
Austar Entertainment Pty Limited Australia
Austar Satellite Pty Ltd Australia
Austar Satellite Ventures Pty Ltd Australia
Austar Services Pty Ltd Australia
Austar United Broadband Pty Ltd Australia
Austar United Communications Pty Limited Australia
Austar United Holdco1 Pty Ltd Australia
Austar United Holdings Pty Limited Australia
Austar United Mobility Pty Ltd Australia
Austin Bidco Pty Ltd Australia
Austin Rollco Limited Australia
Australian Independent Business Media Pty Ltd Australia
Australian News Channel Pty Ltd Australia
Authonomy Ltd United Kingdom
Babstova Limited Ireland
Benevolus Holdings LLC United States of America
Betten Financial News BV Netherlands
Big Sea International Ltd Hong Kong
Binni Pty Limited Australia
BookArmy Limited United Kingdom
Border Newspapers Pty. Ltd. Australia
Brickz Research Sdn Bhd Malaysia
Brisbane Broncos (Licencee) Pty Limited Australia
Brisbane Broncos Corporation Pty Ltd (Trustee) Australia
Brisbane Broncos Corporation Trust Australia
Brisbane Broncos Limited Australia
Brisbane Broncos Management Corporation Pty Ltd Australia
Brisbane Broncos Rugby League Club Ltd Australia
Brisbane Professional Sports Investment Pty Ltd Australia
Business Spectator Pty Ltd Australia
Byron Shire News Pty Ltd Australia
Capital Radio Productions Limited Ireland
Capricornia Newspapers Pty. Ltd. Australia
Careerone Services Pty Limited Australia
Casa dos Livros Editora Ltda. Brazil
Central Queensland News Publishing Company Pty Ltd Australia
Central Telegraph Pty Ltd Australia
Century Programming Ventures Corp. United States of America
Century United Programming Ventures Pty Limited Australia
Checkout 51 Mobile ULC Canada
Chesterland Pty Ltd Australia
Chinchilla Newspapers Pty. Ltd. Australia
Chippawa Pty Ltd Australia
City Broadcasting Limited Ireland
Cobuild Limited United Kingdom
Coffs Coast Re Marketing Pty Ltd Australia
Collins Bartholomew Limited United Kingdom
Complete Electronic Risk Compliance Limited United Kingdom
Consolidated Media Holdings Pty Limited Australia
Continental Century Pay TV Pty Limited Australia
Cork Media Enterprise Limited United Kingdom
County Media Limited Ireland
CTV Pty Ltd Australia
Customer Services Pty Limited Australia
Dalby Herald Pty. Ltd. Australia
Davies Brothers Pty Limited Australia
DEI CSEP, Inc. United States of America
Direct Net Access Limited Ireland
DJBI, LLC United States of America
Dolphin Bookclub Limited United Kingdom
Dovevale Pty Ltd Australia
Dow Jones & Company (Australia) PTY Limited Australia
Dow Jones & Company (Malaysia) Sdn. Bhd. Malaysia
Dow Jones & Company (Schweiz) GMBH Switzerland
Dow Jones & Company (Singapore) PTE Limited Singapore
Dow Jones & Company, Inc. United States of America
Dow Jones (Japan) K.K. Japan
Dow Jones Advertising (Shanghai) Co. Limited China
Dow Jones AER Company, Inc. United States of America
Dow Jones Business Interactive (U.K.) Limited United Kingdom
Dow Jones Canada, Inc. Canada
Dow Jones Colombia S.A.S. Colombia
Dow Jones Consulting (Shanghai) Limited China
Dow Jones Consulting India Private Limited India
Dow Jones Distribution Co. (Asia), Inc. United States of America
Dow Jones Do Brasil Serviços Econômicos Ltda. Brazil
Dow Jones Haber Ajansi Anonim Sirketi Turkey
Dow Jones Information Services International (HK) Ltd. Hong Kong
Dow Jones International Advertising & Marketing Services, Inc. United States of America
Dow Jones International GMBH Germany
Dow Jones International Ltd. United Kingdom
Dow Jones Italia SRL Italy
Dow Jones NBV Bulgaria EOOD Bulgaria
Dow Jones Nederland BV Netherlands
Dow Jones News GmbH Germany
Dow Jones News Services (Proprietary) Limited South Africa
Dow Jones Newswires Holdings, Inc. United States of America
Dow Jones Publishing Company (Asia), Inc. United States of America
Dow Jones Publishing Company (Europe), Inc. United States of America
Dow Jones Services Limited United Kingdom
Dow Jones Southern Holding Company, Inc. United States of America
Dow Jones Trademark Holdings LLC United States of America
Dow Jones WSJA Philippines, Inc. Philippines
Editora HR Ltda. Brazil
eFinancialNews Holdings Limited United Kingdom
eFinancialNews Inc. United States of America
eFinancialNews Limited United Kingdom
Eisa Finance Pty Limited Australia
Eric Bemrose Limited United Kingdom
Evergreen Trading Company L.L.C. United States of America
Factiva (Australia) Pty Limited Australia
Factiva (France) S.A.R.L. France
Factiva Business Information (Spain), S.L. Spain
Factiva Limited United Kingdom
Factiva LLC United States of America
Factiva, Inc. United States of America
Festival Records International Limited United Kingdom
Finance 18.com Ltd Hong Kong
First Radio Sales Limited United Kingdom
Flagship Studio Co., Ltd Thailand
Flatmates.com.au Pty Ltd Australia
Forever Broadcasting Limited United Kingdom
Fourth Estate Limited United Kingdom
Fox Sports Australia B.V. Netherlands
Fox Sports Australia Pty Limited Australia
Fox Sports Streamco Pty Limited Australia
Fox Sports Venues Pty Limited Australia
Foxtel Australia Pty Limited Australia
Foxtel Cable Television Pty Limited Australia
Foxtel Finance Pty Limited Australia
Foxtel Holdings Pty Limited Australia
Foxtel Management Pty Limited Australia
Foxtel Media Pty Limited (formerly Telstra Media Pty Limited) Australia
Foxtel Media US, LLC United States of America
Foxtel Partnership Australia
Foxtel Television Partnership Australia
Freedom Platform L.L.C. United States of America
Freedom Platform ULC Canada
FS (Australia) I Pty Limited Australia
FS Australia II LLC United States of America
FS Australia Partnership Australia
Gatton Star Pty. Ltd. Australia
Generate Canada ULC Canada
Generate, Inc. United States of America
George Allen & Unwin (Publishers) Limited United Kingdom
Gladstone Newspaper Company Pty Ltd Australia
GoHome H.K. Co. Ltd Hong Kong
GoHome Macau Co Ltd Hong Kong
Gold Coast Publications Pty. Limited Australia
Grand Central Broadcasting Limited United Kingdom
Grupo Nelson Inc. United States of America
Gympie Times Pty. Ltd. Australia
Harlequin (UK) Limited United Kingdom
Harlequin Books S.A. Switzerland
Harlequin Digital Sales Corporation United States of America
Harlequin Enterprises (Australia) Pty Ltd. Australia
Harlequin Enterprises II BV/Sarl Luxembourg
Harlequin Enterprises UK Limited United Kingdom
Harlequin Enterprises ULC Canada
Harlequin Holdings Inc. United States of America
Harlequin Holdings S.A. Switzerland
Harlequin India Private Limited India
Harlequin Italia Srl Italy
Harlequin Magazines Inc. United States of America
Harlequin Products Inc. United States of America
Harlequin Retail Inc. United States of America
Harlequin Sales Corporation United States of America
Harper Collins Publishers India Limited India
HarperCollins (UK) United Kingdom
HarperCollins Brasil Holdings Participaçőes Societárias S.A. Brazil
HarperCollins Canada Limited Canada
HarperCollins Christian Publishing, Inc. United States of America
HarperCollins Focus, LLC United States of America
HarperCollins France S.A France
HarperCollins Germany GmbH Germany
HarperCollins Iberica S.A. Spain
HarperCollins Investments (UK) Limited United Kingdom
HarperCollins Italia S.p.A. Italy
HarperCollins Mexico, SA de CV Mexico
HarperCollins Nordic AB Sweden
HarperCollins Polska S.P. Z.o.o. Poland
HarperCollins Publishers (Holdings) Pty. Limited Australia
HarperCollins Publishers (New Zealand) Limited New Zealand
HarperCollins Publishers Australia Pty. Limited Australia
HarperCollins Publishers Holdings (New Zealand) New Zealand
HarperCollins Publishers L.L.C. United States of America
HarperCollins Publishers Limited United Kingdom
HarperCollins Publishers Ltd Canada
HarperCollins Publishers Middle East Books Trading LLC United Arab Emirates
HarperCollins Publishers Pension Trustee Co. Limited United Kingdom
HarperCollins US LLC United States of America
Heritage Media L.L.C. United States of America
Heritage Media Services L.L.C. United States of America
Homestore, Inc. United States of America
Hometrack Australia Pty Limited Australia
House18.com Services Ltd Hong Kong
Hub Online Global Pty. Ltd Australia
Illona Investments Pty Ltd Australia
Independent Radio Group Limited United Kingdom
Independent Radio News Limited United Kingdom
IPGA Management Services Sdn Bhd Malaysia
iProperty (Thailand) Co., Ltd Thailand
iProperty Group Asia Pte Ltd Australia
iProperty Group Pty Ltd Australia
Iproperty.com Events Sdn Bhd Malaysia
iProperty.com Malaysia Sdn Bhd Malaysia
Iproperty.com Singapore Pte Ltd Singapore
Jacolyn Pty Ltd Australia
Kelly Publications Pty Ltd Australia
Kid Ruang Yu Co., Ltd Thailand
Kidillia Pty Ltd Australia
Kidspot.com.au Pty Ltd Australia
KIP Limited United Kingdom
KK HarperCollins Japan (aka Kabushiki Kaisha HarperCollins Japan) Japan
Laurelgrove Pty Limited Australia
Leader Associated Newspapers Pty. Ltd. Australia
Leckie & Leckie Limited United Kingdom
Letts Educational Limited United Kingdom
LGI Bidco Pty Limited Australia
LGI Investments 1 Pty Limited Australia
LGI Investments 2 Pty Limited Australia
Longbeach Publications Pty. Ltd. Australia
Magpie Holdings, Inc. United States of America
Main Event Television Pty Ltd Australia
Main Street 1035 (Pty) Limited South Africa
MarketWatch, Inc. United States of America
Marshall Pickering Holdings Limited United Kingdom
Medium Rare Content Agency New Zealand Ltd New Zealand
Medium Rare Content Agency Pty Ltd Australia
Messenger Press Proprietary Limited Australia
MF - Dow Jones News S.r.l. Italy
Mills & Boon Limited United Kingdom
Minorite Pty Ltd Australia
Mirror Newspapers Pty Limited Australia
Mosaic Media Ventures Pvt. Ltd. India
Move Sales, Inc. United States of America
Move, Inc. United States of America
Moving.com, Inc. United States of America
Multi Channel Network Pty Ltd Australia
Muse Recruitment 1 Limited United Kingdom
Muse Recruitment 2 Limited United Kingdom
Muse Recruitment Holdings Limited United Kingdom
Nationwide News Pty. Limited Australia
Nationwide Newspapers Pty Limited Australia
NC Audience Exchange, LLC United States of America
NC Transaction, Inc. United States of America
NC UK Holdings Inc United States of America
NCA Broadcasting Pty Ltd Australia
NCA Ventures Pty Ltd Australia
NCIH LLC United States of America
NCNS Holdings, LLC United States of America
New Zealand News Channel Limited New Zealand
News 2026 Limited United Kingdom
News Alesia UK Limited United Kingdom
News America Marketing Digital L.L.C. United States of America
News America Marketing FSI L.L.C. United States of America
News America Marketing In-Store L.L.C. United States of America
News America Marketing In-Store Services L.L.C. United States of America
News America Marketing Interactive L.L.C. United States of America
News America Marketing Properties L.L.C. United States of America
News Australia Holdings LLC United States of America
News Australia Holdings Partnership Australia
News Australia Holdings Pty Limited Australia
News Australia Investments Pty Ltd Australia
News Australia Pty Limited Australia
News Classifieds Network (NCN) Pty Limited Australia
News Collins Holdings Limited United Kingdom
News Collins Holdings Partnership Australia
News Collins Limited United Kingdom
News Corp Australia Holdings Pty Limited Australia
News Corp Australia Investments Pty Limited Australia
News Corp Australia Partnership Australia
News Corp Australia Pty Limited Australia
News Corp Holdings UK & Ireland United Kingdom
News Corp Investments I Limited United Kingdom
News Corp Investments II Limited United Kingdom
News Corp Investments LLC United States of America
News Corp Investments UK & Ireland United Kingdom
News Corp Technology, LLC United States of America
News Corp UK & Ireland Limited United Kingdom
News Digital Media Pty Limited Australia
News FHC Holdings, LLC United States of America
News Finance Inc. United States of America
News Group Newspapers Limited United Kingdom
News Group/Times Newspapers U.K., Inc. United States of America
News Interactive Media Australia Pty Limited Australia
News International Newspapers Limited United Kingdom
News International Pension Trustees Limited United Kingdom
News Ireland Limited United Kingdom
News Life Media Pty Limited Australia
News Limited of Australia, Inc. United States of America
News Logistics Limited United Kingdom
News Magazines Operations Pty Limited Australia
News Marketing Canada Corp. Canada
News of the World Limited United Kingdom
News Pay TV Financing Pty Ltd Australia
News Pay TV Pty Limited Australia
News Preferred Holdings Inc. United States of America
News Printers Assets Limited United Kingdom
News Printers Group Limited United Kingdom
News Printers Southern Limited United Kingdom
News Promotions Limited United Kingdom
News Property Three Limited United Kingdom
News Pty Limited Australia
News Solutions Limited United Kingdom
News Telemedia Europe Limited United Kingdom
News UK & Ireland Direct Limited United Kingdom
News UK & Ireland Limited United Kingdom
News UK & Ireland Newspapers Limited United Kingdom
News UK & Ireland Recruitment Holdings Limited United Kingdom
News UK & Ireland Trading Limited United Kingdom
News UK Automotive Limited United Kingdom
News UK Finance Holdings I LLC United States of America
News UK Finance Holdings II LLC United States of America
Newsett Limited United Kingdom
Newsprinters (Broxbourne) Limited United Kingdom
Newsprinters (Eurocentral) Limited United Kingdom
Newsprinters (Knowsley) Limited United Kingdom
Newsprinters Limited United Kingdom
NGN Editorial Pension Trustees Limited United Kingdom
NNC Insurance Services, Inc. United States of America
North Coast News Pty Ltd Australia
Northern Star Ltd Australia
NOVII Pty Ltd Australia
NTS Technology Services Private Limited India
NWS Digital Asia Pte. Limited Singapore
NWS Digital India Private Limited India
NWS NewsTech ULC Canada
NXE Australia Pty Limited Australia
NYP Holdings, Inc. United States of America
NYP Realty Corp. United States of America
Observer Times (Hervey Bay) Pty. Ltd. Australia
Opcity Acquisition LLC United States of America
Opcity Inc. United States of America
ozhomevalue Pty Limited Australia
Pacific Sports Holdings Pty Limited Australia
Pacific Sports International Pty Limited Australia
Pay TV Management Pty Limited Australia
Pay TV Partnership Australia
PBL Management Pty Ltd Australia
PBL Pay TV Pty Ltd Australia
Perfecttaste Limited United Kingdom
Pollokshields Printing Services Limited United Kingdom
Post Courier Limited Papua New Guinea
Prakard IPP Co Ltd Thailand
Prakard.com (Hong Kong) Limited Hong Kong
Presto Entertainment Pty Limited Australia
Presto TV Pty Limited Australia
Primedia Limited Hong Kong
Property.com.au Pty Ltd Australia
PT Web Marketing Indonesia Indonesia
Pulse FM Limited United Kingdom
Punters Paradise Pty Limited Australia
Punters Paradise UK Limited United Kingdom
QP Ventures Pty Limited Australia
Queensland Entertainment Services Pty Ltd Australia
Queensland Newspapers Pty. Ltd. Australia
Racing Internet Services Pty Ltd Australia
Radio County Sound Limited Ireland
REA Austin Pty Ltd Australia
REA Group Consulting (Shanghai) Co. Limited China
REA Group Europe Limited United Kingdom
REA Group Hong Kong Ltd Hong Kong
REA Group Ltd Australia
REA HK Co Limited Hong Kong
REA Hong Kong Management Co Limited (Hong Kong) Hong Kong
REA US Holding Co. Pty Ltd Australia
Realestate.com.au Pty Limited Australia
RealSelect, Inc. United States of America
Recruitment Northern Ireland Limited United Kingdom
Review Publishing Company Limited Hong Kong
Royal Children’s Hospital Good Friday Appeal Limited Australia
Ruby Newco LLC United States of America
Sabawin Pty Limited Australia
Saturn (NZ) Holding Company Pty Ltd Australia
ScaleUp Media Fund 2.0 Pty Limited Australia
Secondpost Limited United Kingdom
Secondpost.com Limited United Kingdom
Selectra Pty Ltd Australia
Shawnee Limited Ireland
Signal Radio Limited United Kingdom
Simply Zesty Limited Ireland
Simply Zesty UK Limited United Kingdom
Sky Cable Pty Limited Australia
Smart Expo Limited Hong Kong
Smart Source Direct L.L.C. United States of America
Smartline Home Loans Pty Ltd Australia
Smartline Operations Pty Limited Australia
Soccerbet Limited United Kingdom
Sound Digital Limited United Kingdom
South Pacific Post Pty Ltd Papua New Guinea
Sport by Numbers Pty Limited Australia
Stanthorpe Newspaper Services Unit Trust Australia
Storyful Americas, LLC United States of America
Storyful Limited Ireland
Streamotion Pty Limited Australia
STV Pty Ltd Australia
Sunshine Coast Newspaper Company Pty. Ltd. Australia
Swansea Sound Limited United Kingdom
Switchdigital (London) Limited United Kingdom
Switchdigital (Scotland) Limited United Kingdom
Talk Radio UK Limited United Kingdom
talkSPORT Limited United Kingdom
The Bundaberg Newspaper Company Pty. Limited Australia
The Cairns Post Proprietary Limited Australia
The Country Music Channel Pty Limited Australia
The Courier-Mail Children’s Fund Pty Ltd Australia
The Daily Examiner Pty Ltd Australia
The Daily Holdings, Inc. United States of America
The Digital Radio Group (London) Limited United Kingdom
The Geelong Advertiser Proprietary Limited Australia
The Herald and Weekly Times Pty Limited Australia
The Independent Broadcasting Corporation Ireland
The Internet Business Limited United Kingdom
The Longbeach Publications Unit Trust Australia
The Mackay Printing and Publishing Company Pty Limited Australia
The Maryborough Hervey Bay Newspaper Company Pty Ltd Australia
The North Queensland Newspaper Company Pty Limited Australia
The Queensland Times Pty. Limited Australia
The South Burnett Times Pty. Ltd. Australia
The Sun Limited United Kingdom
The Sunday Times Limited United Kingdom
The Sunday Times Whisky Club Limited United Kingdom
The Times Limited United Kingdom
The Times Literary Supplement Limited United Kingdom
The Tweed Newspaper Co Pty Ltd Australia
The Wall Street Journal Europe Holding, Inc. United States of America
The Wall Street Journal Europe, SPRL Belgium
The Warwick Newspaper Pty. Limited Australia
The Weather Channel Australia Pty Ltd Australia
The Wireless Group (ILRS) Limited United Kingdom
The Wireless Group Holdings Limited United Kingdom
The Zondervan Corporation L.L.C. United States of America
Think iProperty Sdn Bhd Malaysia
Thomas Nelson Export Inc. United States of America
Thorsons Publishers Limited United Kingdom
Thorsons Publishing Group Limited United Kingdom
Times Books Group Limited United Kingdom
Times Books Limited United Kingdom
Times Crosswords Limited United Kingdom
Times Media Limited United Kingdom
Times Newspapers Holdings Limited United Kingdom
Times Newspapers Limited United Kingdom
Toowoomba Newspapers Pty. Ltd. Australia
Top Producer Systems Company Canada
Toptrack Learning Ltd United Kingdom
Tower 107.4 FM Limited United Kingdom
Tower Trustees Limited United Kingdom
Treaty Radio Limited Ireland
TWG Payments Limited United Kingdom
U105 Limited United Kingdom
UAP Australia Programming Pty Ltd Australia
United Media Pty Ltd Australia
UNmedia Video Distribution Sdn. Bhd. Malaysia
Unruly Group Limited United Kingdom
Unruly Holdings Limited United Kingdom
Unruly Media AB Sweden
Unruly Media AS Norway
Unruly Media GmbH Germany
Unruly Media Inc. United States of America
Unruly Media K.K. Japan
Unruly Media Limited United Kingdom
Unruly Media Pte Ltd Singapore
Unruly Media Pty Ltd Australia
Unruly Media Sarl France
Unwin Hyman Limited United Kingdom
VentureOne Corporation United States of America
Vida Melhor Editora S.A. Brazil
Vida Publishers L.L.C. United States of America
Vinatech Pty Ltd Australia
Wall Street Journal India Publishing Private Limited India
Way2Bet Pty Ltd Australia
Welcome Wagon International Inc. United States of America
Wespre Pty Limited Australia
Western Star Pty. Ltd. Australia
Whitsunday Times Unit Trust Australia
William Collins Holdings Limited United Kingdom
William Collins International Limited United Kingdom
William Collins Sons & Company Limited United Kingdom
Windfyr Pty Limited Australia
Windytide Pty Ltd Australia
Wire FM (1997) Limited United Kingdom
Wireless Connect Limited United Kingdom
Wireless Drive Limited United Kingdom
Wireless Group Limited United Kingdom
Wireless Group Media (GB) Limited United Kingdom
Wireless Group New Media Limited United Kingdom
Wireless Radio (ROI) Limited Ireland
Wireless Radio Limited United Kingdom
Wollongong Microwave Pty Ltd Australia
Wolverhampton Area Radio Limited United Kingdom
WorKazoo Limited United Kingdom
XYZnetworks Pty Limited Australia
Zondervan (Republica Dominicana) S.A Dominican Republic
https://www.sec.gov/Archives/edgar/data/1564708/000119312519219463/d741099dex211.htm


NEW EX-99.1 5 dex991.htm PRESS RELEASE
Exhibit 99.1

Contacts:
Anna Yen Paul Mattison Dan Silmore
Investor Relations Chief Financial Officer Public Relations
MarketWatch, Inc. MarketWatch, Inc. MarketWatch, Inc.
ayen@marketwatch.com pmattison@marketwatch.com dsilmore@marketwatch.com
(415) 616-7214 (415) 733-0572 (415) 733-0582

MARKETWATCH AGREES TO BE ACQUIRED BY

DOW JONES FOR $18 A SHARE

San Francisco, CA – November 14, 2004 – MarketWatch, Inc. (Nasdaq: MKTW), a leading provider of business news, financial information and analytical tools, today announced that it has signed a definitive agreement to be acquired by Dow Jones & Company, Inc. (NYSE: DJ). MarketWatch stockholders will be entitled to receive $18 per share in cash upon the closing of the acquisition. The transaction reflects an aggregate purchase price of approximately $519 million or $463 million net of MarketWatch’s $56 million in cash on hand. The acquisition is expected to close in the first quarter of 2005 and its’ completion is subject to customary closing conditions, including regulatory approval and approval of MarketWatch’s stockholders.

“Joining Dow Jones is a great next step for MarketWatch. Being part of one of the most respected media conglomerates in the world gives us a terrific platform to grow our business and compete with the largest media companies,” said Larry Kramer, Chairman and Chief Executive Officer of MarketWatch. “By combining Dow Jones’ legendary brands, infrastructure and valuable strategic alliances with MarketWatch’s award-winning newsroom and comprehensive suite of business and analytical tools, this transaction supports our mission to be the market leader in licensed and advertising supported financial news and information.”

“We welcome our new MarketWatch colleagues with great admiration for the success they have achieved and high anticipation of what we can achieve together to benefit our readers and our customers,” said Peter R. Kann, Chairman and Chief Executive Officer of Dow Jones & Company.”

Under the terms of the agreement, which was unanimously approved by the disinterested members of the Company’s Board of Directors, MarketWatch stockholders will receive a premium of approximately 7.2% based on the Company’s closing price on Friday, November 12, 2004 and approximately a 46.5% premium to the 60-day trailing average price of MarketWatch.

The agreement also provides for the payment of termination fees by each company in certain circumstances. No voting or stockholder support agreements were entered into in connection with this transaction. Further, in connection with the transaction, MarketWatch adopted a stockholder rights plan and information on this plan will be filed with the Securities and Exchange Commission. The adoption of the stockholder rights plan is not intended to preclude a superior offer for acquisition of MarketWatch, but rather to make it

difficult for any third party to interfere with any transaction approved by the MarketWatch Board of Directors. UBS Investment Bank is acting as financial advisor to MarketWatch on the transaction.

About MarketWatch, Inc.

MarketWatch, Inc. (NASDAQ:MKTW) is a leading provider of business news, financial information and analytical tools. Founded in 1997, the Company operates two award-winning Web sites, CBS.MarketWatch.com and BigCharts.com. The Company produces the syndicated CBS MarketWatch Weekend program, airs financial reports over The CBS TELEVISION NETWORK and provides updates every 30 minutes on the MarketWatch.com Radio Network. MarketWatch also offers subscription products for individual investors, including the Hulbert Financial Digest suite of products, Retirement Weekly and ETF Trader. The Company’s CBS MarketWatch Information Services group is a leading licensor of market news, data, investment analysis tools and other online applications to financial services firms, media companies, wireless carriers and Internet service providers. “MarketWatch” and the MarketWatch logo are registered trademarks of MarketWatch, Inc.


About Dow Jones & Company

In addition to The Wall Street Journal and its international and online editions, Dow Jones & Company (NYSE: DJ; www.dowjones.com) publishes Barron’s and the Far Eastern Economic Review, Dow Jones Newswires, Dow Jones Indexes and the Ottaway group of community newspapers. Dow Jones is co-owner with Reuters Group of Factiva, with Hearst of SmartMoney and with NBC Universal of the CNBC television operations in Asia and Europe. Dow Jones also provides news content to CNBC and radio stations in the U.S.

The Wall Street Journal Online network of sites includes the Online Journal at WSJ.com, the world’s largest subscription news site, with 701,000 subscribers, Barron’s Online, CareerJournal.com, CollegeJournal.com, RealEstateJournal.com, StartUpJournal.com and OpinionJournal.com

This press release contains forward-looking statements, including statements regarding the merger agreement, the expected timetable for completing the merger and the benefits and synergies of the merger. These statements involve risks and uncertainties that could cause actual results and events to differ materially, including the possibility that, prior to the closing of the merger, MarketWatch’s business could suffer due to market uncertainty relating to the merger and that the closing of the merger may not occur or be delayed. A detailed discussion of other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in MarketWatch’s periodic filings with the Securities and Exchange Commission, including MarketWatch’s quarterly report on Form 10-Q for the quarter ended September 30, 2004. MarketWatch undertakes no obligation to update forward-looking statements to reflect events or uncertainties occurring after the date of this press release.

Additional Information and Where to Find It

MarketWatch intends to file with the Securities and Exchange Commission (“SEC”) a proxy statement and other relevant documents in connection with the proposed acquisition of MarketWatch by Dow Jones. Investors and security holders of MarketWatch are urged to read the proxy statement and other relevant documents when they become available because they will contain important information about MarketWatch, Dow Jones and the proposed merger. Investors and security holders of MarketWatch may obtain free copies of the proxy statement and other relevant documents filed with the SEC (when they become available) at the SEC’s website at www.sec.gov, or at MarketWatch’s website at www.cbs.marketwatch.com. In addition, investors and security holders of MarketWatch may obtain free copies of the proxy statement (when it becomes available) by writing to 850 Battery Street, San Francisco, CA 94111, Attention: Investors Relations, or by emailing to ayen@marketwatch.com.

MarketWatch and its directors, executive officers, certain members of management and certain employees may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. A description of the interests in MarketWatch of its directors and executive officers is set forth in MarketWatch’s annual report on Form 10-K for the fiscal year ended December 31, 2003 and in MarketWatch’s proxy statement for its 2004 annual meeting of stockholders. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed merger, and a description of their direct and indirect interests in the proposed merger, will be set forth in the proxy statement when it is filed with the SEC.

https://www.sec.gov/Archives/edgar/data/1258655/000119312504197076/dex991.htm