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If GE-Pearson bid for Dow Jones is a longshot, why the chatter?

Since General Electric Co. (NYSE: GE) and Pearson Plc. (NYSE: PSO) face daunting odds in trying to challenge Rupert Murdoch's $5 billion bid for Dow Jones & Co. (NYSE: DJ), why are so many leakers trying to keep this story alive?

The Wall Street Journal reports that the two companies are talking -- and it's nothing more than that -- about bidding for the New York-based media company. They would combine CNBC, Pearson's Financial Times and Dow Jones into a privately held joint venture that would be controlled by both companies with a minority stake held by the Bancrofts.

Dow Jones' controlling family would be able to sell their stakes in the company if they want or convert their Dow Jones stock into the new company avoiding a big capital gains tax. The paper said that the Bancrofts would even be willing to accept a LOWER bid than the $60 per share offered by Murdoch's News Corp (NYSE: NWS) to protect the Journal's integrity.

As I've argued before, the Bancrofts professed love for the Journal is a bit hard to believe. Maybe some faction of the family is trying to keep the media's hope that someone may thwart Murdoch's plans to buy Dow Jones to squeeze more money out of the Australian tycoon. That may explain why all of these stories are caveated with phrases such as "long shot."

I would go even farther say that the odds of a competing bid emerging for Murdoch for Dow Jones are slim to none. Chances of GE and Pearson buying the company are even lower. Even if the companies bid, Murdoch would raise his insane offer high enough to deter any rational buyer.

A GE-Pearson bid for Dow Jones makes no sense financially.

As The Journal points out, if the Bancrofts kept a 15 percent in the new company, General Electric and Pearson would have to come up with $4.25 billion in cash, most of which would probably have to come up debt and cash contributions from the U.K. publisher.

Moreover, this would be a bear to manage. Running a news operation is like herding cats on a good day. Running three organizations (CNBC, The Journal and the FT)) each competing for the same audience and the same stories would be Byzantine in complexity. There also would be epic bureaucratic turf wars since both companies would have equal say in managing the company. I suspect allowing the Bancrofts to continue to have a say the venture's affairs would create an additional set of headaches.

Since it's obvious that the GE-Pearson deal won't happen, why are people still trying to talk it up? My hunch is that the chatter is coming from across the Atlantic. Pearson is under pressure from its shareholders to dump the FT and focus on higher-growth businesses such as textbooks. General Electric would probably be keen on the idea of having Dow Jones as a buffer against the nascent Fox Business Channel.

Regardless, Dow Jones is just a business to both companies. For Murdoch, it's an object of lust. At the end of the day, emotion will trump logic.

Pearson is no match against Murdoch for Dow Jones

Pearson Plc.'s (NYSE: PSO) is reportedly interested in making a bid for Dow Jones & Co. (NYSE: DJ) to counter the $5 billion unsolicited offer from Rupert Murdoch's News Corp. (NYSE: NWS). The problem is that the U.K. company can't beat Murdoch on its own and will have difficulty finding partners willing to take on the Australian media mogul.

The Wall Street Journal says that the owner of the Financial Times as been trying in recent weeks to recruit partners to pursue a bid for Dow Jones though a formal offer is a "long shot." General Electric Co.'s (NYSE: GE) NBC Universal has rebuffed Pearson which also approached Hearst Corp., the paper said.

Since nothing has actually happened yet, the question arises about who leaked the story. Was it the Bancrofts who control Dow Jones trying to find a white knight to rescue them from the evil Murdoch? Maybe it was a Pearson banker or a banker from one of the companies that was approached by the publisher.

Investment bankers have been known to leak information about deals that they hope might happen to drum up business. Pearson also could have floated a trial balloon to see how shareholders would react to the leak.

Their answer was pretty clear. Shares of Dow Jones rose a whopping 1.9 percent Friday to $59.01. Wall Street is holding its breath for a counter offer.

I suppose combining the Financial Times and Wall Street Journal would create a financial news juggernaut. The FT's strength in Europe would compliment the Journal's strength in the U.S. The problem is that it doesn't make much sense financially.

As the Journal points out, News Corp's $60 a share offer for Dow Jones values the company at 40 times 2007 earnings, less than half of the valuation of the U.K.-based publisher. That would dilute Pearson's shares significantly.

News Corp's has a market cap of $70.3 billion compared with $13.9 billion for Pearson. In boxing terms, this would be like a middleweight taking on a heavyweight. The contest wouldn't even be close.

The problem that Pearson or any other potential rival to Murdoch faces has nothing to do with money. Murdoch wants to own the Journal badly enough to pay an outrageously high price for the company that owns it. The odds of Pearson being able to find a deep-pocketed partner willing to join it in bidding for Dow Jones are slim to none.

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Last updated: February 11, 2012: 05:51 PM

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