Dow Jones & Company has announced it has signed a definitive agreement to acquire Reuters' 50% interest in Factiva, bringing Dow Jones ownership of Factiva to 100%. Completion of the transaction is subject to regulatory approvals and other customary closing conditions and is expected to occur by year-end 2006. Dow Jones will pay a $160 million purchase price at closing reflecting approximately $153 million in cash plus $7 million in preferred stock issued by Factiva, subject to a working capital adjustment.
In addition, Dow Jones will make annual payments over the next 3.5 years under a variety of agreements with an estimated value of about $25 million. Dow Jones will generate a tax benefit related to a step-up in the basis of Factiva's assets with a present value of about $25 million. The cash portion of the purchase price will be funded with proceeds from the sale of up to six Ottaway local media properties. The Factiva transaction is subject to antitrust approvals and customary closing conditions. Evercore Group LLC served as financial advisor to Dow Jones & Company and Fried, Frank, Harris, Shriver and Jacobson LLP served as legal advisor.