-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NGHvY4zvrwczGhPgJDB/ZNncokiSgYo8W/hO1uuMVnPkSxZWuJKBMqU381mL22eW tw/Sz7njyFPCHtqqV489+g== 0001341004-07-002464.txt : 20070829 0001341004-07-002464.hdr.sgml : 20070829 20070829154138 ACCESSION NUMBER: 0001341004-07-002464 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070829 DATE AS OF CHANGE: 20070829 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOW JONES & CO INC CENTRAL INDEX KEY: 0000029924 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 135034940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07564 FILM NUMBER: 071087557 BUSINESS ADDRESS: STREET 1: 200 LIBERTY ST CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 2124162000 MAIL ADDRESS: STREET 1: 200 LIBERTY ST CITY: NEW YORK STATE: NY ZIP: 10281 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEWS CORP CENTRAL INDEX KEY: 0001308161 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 260075658 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-852-7000 MAIL ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: NEWS CORPORATION, INC. DATE OF NAME CHANGE: 20041108 425 1 nws_425.htm PRESS RELEASE nws_425.htm




 
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
 

 
 
On August 29, 2007, News Corporation and Dow Jones & Company, Inc. issued the joint press release set forth below:
 
 
News Corporation and Dow Jones Announce Early Termination of U.S. Antitrust Waiting Period
 
 
NEW YORK, August 29, 2007 –  Dow Jones & Company (NYSE: DJ) and News Corporation (NYSE: NWS, NWS.A; ASX: NWS, NWSLV) announced today that the Premerger Notification Office of the Federal Trade Commission granted early termination on August 28, 2007 of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) in connection with News Corporation's proposed acquisition of Dow Jones. Termination of the HSR Act waiting period satisfies one of the conditions to the closing of the transaction, which was previously announced on August 1, 2007.
 
 
The merger, which is expected to close in the fourth calendar quarter, remains subject to approval by Dow Jones stockholders, execution and delivery by the parties of the editorial agreement, certain other regulatory approvals and other customary closing conditions.
 
 
###
 
 
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 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 registration statement/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.
 
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
 



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