LOS ANGELES, July 30 /PRNewswire/ -- Internet Entrepreneur and MySpaceFounder Brad Greenspan today issued the following open letter toshareholders of Dow Jones Corp. (NYSE: DJ): Dear Dow Jones Class A and Class B Shareholders: - An Exciting Road - A Thriving Independent Dow Jones Today we have sent a letter to the Board of Directors of Dow Jones &Co. disclosing over five highly credible strategic and financial investorgroups that are interested in pursuing a transaction in conjunction withthe Journal Investment Group for Dow Jones & Co. All of these investorshave completed similar or larger sized transactions historically. We have asked the Board to provide this week basic due diligencematerial including Dow Jones management presentations. Effectively the samematerial/information provided to the News Corp proposal being considered.We have indicated our investors could meet later this week to firminvestment commitments. We will then report back out to all shareholdersand keep updates coming. Beyond current investors, our efforts are also resulting in newadditional investors/potential partners contacting us daily with aninterest in getting involved. It is our belief that having morestrategic/financial players with demonstrated expertise involved can onlybenefit the company and its shareholders. Therefore the Journal InvestmentGroup will remain open to inclusion for any interested parties. We also sent over to the Board a proposed Joint Venture Investmentframework which calls for direct investment of $600 million incash/services by the strategic and financial investors into new mediainitiatives. Journal Investment Group would work with the Dow Jones tocreate and fully fund three Dow Jones majority-owned new Joint Ventures.None of these businesses exist today for Dow Jones, and thus they are alladditive and we believe significant future drivers of value forshareholders. Additional information on these joint ventures can be foundat the end of our letter. The proposed framework is meant to tie down astrategy/structure which had not been discussed in detail previously. Webelieve this is the best for shareholders as it provides clarity on how thestrategic/financial partners will actually benefit and help Dow Jones andall its shareholders. One issue that's come to light and is preventing even more investorsfrom coming forward is the lack of a process for interested investors to'engage' in. To say the Dow Jones current sales process has been highly deficientwould be too generous, because there has been no bona-fide process at all! The Dow Jones business is very complex in it has multiple globalbusiness segments (Community Papers, Consumer Print, Enterprise, Factiva)with different sets of management teams. Without a process that provides a proper pitchbook and business summaryfor the Dow Jones transaction, a real barrier to entry has been created.Outside private equity funds and strategic investors do not have criticalknowledge or resources to evaluate or engage in a transaction without abona-fide process. For instance, we have no knowledge of the accurate Dow Jones/WSJinternet traffic statistics. This is a huge piece of diligence/valueappraisal. To date, only News Corp has access to this info. To counter the problems and protect shareholders, Delaware's Revloncase provides a roadmap and real process for Directors to take heed of whenDirectors undertake the sale of a company. One reasonable standardrecommended is for Directors to make sure bankers and the company performan auction process or auction-type process to best serve theirshareholders' interests. This includes creating and disseminatinginformation to prospective bidders/investors such as a 'pitch book'. Thishas not been done to date which is highly irregular and unusual for acompany of Dow Jones' magnitude. Smart businesses don't sell themselvesthis way and history/stats remind us of this. Directors of DJ have both resigned or not voted on key measures to showthere is internal disagreement about the current path shareholders arebeing dragged along in the effort by the DJ Board to do a 'quick sale'here. Other Dow Jones large shareholders have already indicated they believethe offer by News Corp is inadequate or not fairly priced such as theroughly 10% Class B stake overseen by Denver-based law firm Holme, Roberts,and Owens. These shareholders would also clearly benefit from a bona-fidesales process. It is not too late for the Directors to fulfill their fiduciaryresponsibility to shareholders and initiate a true sales process. It can becompleted in 60 days or less and will surely result in the best deal andmost options for shareholders. Finally, we also don't believe either shareholders or the Board havehad the benefit of a broad diversified analysis from different tech/mediafirms on the opportunity for Dow Jones to stay public and invest/build newmedia initiatives. Therefore, we are willing to pay out of our pocket the costs to have atleast five well respected internet/media analysts give their view of DowJones' prospects for the benefit of the Board and shareholders. For Class A shareholders: We will begin to reach out to the largerholders to explain both the benefit of pushing the Dow Jones Board to havea bona-fide sales process as well as describing the benefits of thestrategic transaction we have proposed to Dow Jones for consideration. Finally, some views on the environment. From a 50,000 foot view, it'sbizarre how many parties as we have seen in various articles and reportsare viewing Dow Jones with such a slanted, often highly inaccuratedistortion of the facts. Sure, Dow Jones and its controlling shareholders, have not created a$50 billion dollar company just yet (as I recall a report of a WarrenBuffett quote in a recent interview of where DJ should be by now). But thenwho has created even tens of billions of new value for shareholders in thetransitioning media to new media evolution phase we are in? Gannett, NYTimes, Tribune, etc? DJ and all its peers in print andtraditional media including stalwarts such as GE(NBC), ABC, CBS have notperformed. Just because Dow Jones hasn't necessarily come out and said, "here isour future" doesn't mean the DJ financial/shareholder value build in thefuture isn't going to be brighter or stronger then its peers. Dow Jones has the most diversified bundle of assets to maximize in thissector (DJ Enterprise Business, Factiva, Marketwatch) and the strongestmost globally recognized brands in business backing that up: Wall StreetJournal, Dow Jones, and Barrons. The Bancroft Family should be perhaps even more highly commended forkeeping DOW JONES the bastion of independence and integrity over 100 years.This is what has created the true value of these assets vs. short termfinancial performance in this evolutionary phase. While turning the Wall Street Journal into a beacon of light in thechoppy media world, the Bancroft family and shareholders are in control ofone of the most profitable and envied media and business franchises in thehistory of corporations in America. And the Class B and Class B shareholders are incredibly well positionedto bring in some partners and investors starving to put growth capital andtheir expertise to work in ideas and upside as the ones we have beendiscussing with DJ. Every company and individual makes strategic mistakes over a longcareer. It always happens. But the big winners historically are thecompanies/individuals that learn from these mistakes, make changes, andhave the courage to make another bet on themselves, their employees, andtheir portfolio of assets. Today Dow Jones has the best business brands in the world. Bar None.Dow Jones is hugely profitable compared to almost any print publisher inthe world. Dow Jones has virtually no debt, thus ample funds to expand.Finally, proof of concept exists today (see- CNBC/Yahoo Finance) thatclearly justify modest re-investment and expansion by the Dow Jones to goafter these lucrative opportunities. In addition, it's clear that other newmedia opportunities (online video, global expansion) are opening up whichhave tremendous upside for the type of brands/assets Dow Jones controls. No company is in a better position today then Dow Jones to triumph overthe next few years and transition its leadership in business brands fromprint to the leader in online/new media. It's wide open! Best Regards, Brad Greenspan Journal Investment Group JOINT VENTURES PROPOSAL - -- New Investors would provide $600 million ($300 million in cash + $300 mill stock) to be minority JV partners in creating new Global Dow Jones Video / Channel ventures. -- New assets created could use currency to acquire more new media assets in a highly accretive fashion for shareholders. ADVANTAGES- -- CONTINUE DIVIDEND. No impact for Dow Jones to continue to deliver its dividends to shareholders. -- NO DEBT. Dow Jones doesn't have to take on debt to finance new initiatives via strategic partnerships and cash infusions. (At same time, we would leave option on table for Board of taking on some debt to finance partial Dow Jones share re-purchases.) -- STRATEGIC PARTNERS DRIVE NEW VENTURES. Investors add strategic benefit/resources in addition to financial. -- New Joint Ventures (JV) create 3 new upside opportunities for Dow Jones shareholders. -- SPINOFF OF NEW COMPANIES TO SHAREHOLDERS WILL CREATE NEW VALUE AND LIQUIDITY OPPORTUNITIES. Dow Jones shareholders will receive new shares in JV's in future as we take them public in global markets on an aggressive timeline. JV Transaction specifics: 1) Dow Jones majority-owned JV #1 - WSJUSLive: Will contain the rights to use WSJ content for video online (including brand), and a financial channel (as governed and allowed by GE agreement). -- Dow Jones will own 51% of new entity -- Journal Investment Group will provide $200 million ( $100 million of cash invested in the business and $100 million of online/satellite/cable carriage and technical services for a 49% JV interest). 2) Dow Jones majority-owned JV #2 - WSJAsiaLive: Will contain the rights to use WSJ video content online in Asia and Video and DowJones Asia branded consumer online destination: -- Dow Jones will own 51% of new entity -- Journal Investment Group will provide $200 million ($100 million in cash invested in business+ $100 million of online/satellite/cable carriage and technical services for a 49% JV interest). 3) Dow Jones majority-owned JV #3 WSJEuropeLive: Will contain the rights to use WSJ content for video online, and a financial channel. -- Dow Jones will own 51% of new entity. -- Journal Investment Group will provide $200 million ($100 million in cash invested in the business + $100 million of online/satellite/cable carriage and technical services for a 49% JV interest). -- Employees of Dow Jones will be offered option to participate in some portion of financing. ABOUT BRAD GREENSPAN Brad Greenspan is a Los Angeles-based Internet Entrepreneur and thefounder of MySpace. Greenspan currently has majority stakes in privatelyheld Live Universe, Inc. and BroadWebAsia, which in aggregate are composedof over 30 websites that reach approximately 75 million unique users eachmonth across the U.S./Europe/Asia. More information can be found athttp://www.bradgreenspan.com.
