Journal Investment Group's Brad Greenspan Issues Open Letter to Dow Jones Shareholders Detailing Recent Updates on Proposed Investment

LOS ANGELES, July 30 /PRNewswire/ -- Internet Entrepreneur and MySpace Founder Brad Greenspan today issued the following open letter to shareholders of Dow Jones Corp. :

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 investor groups that are interested in pursuing a transaction in conjunction with the Journal Investment Group for Dow Jones & Co. All of these investors have completed similar or larger sized transactions historically.

We have asked the Board to provide this week basic due diligence material including Dow Jones management presentations. Effectively the same material/information provided to the News Corp proposal being considered. We have indicated our investors could meet later this week to firm investment commitments. We will then report back out to all shareholders and keep updates coming.

Beyond current investors, our efforts are also resulting in new additional investors/potential partners contacting us daily with an interest in getting involved. It is our belief that having more strategic/financial players with demonstrated expertise involved can only benefit the company and its shareholders. Therefore the Journal Investment Group will remain open to inclusion for any interested parties.

We also sent over to the Board a proposed Joint Venture Investment framework which calls for direct investment of $600 million in cash/services by the strategic and financial investors into new media initiatives. Journal Investment Group would work with the Dow Jones to create and fully fund three Dow Jones majority-owned new Joint Ventures. None of these businesses exist today for Dow Jones, and thus they are all additive and we believe significant future drivers of value for shareholders. Additional information on these joint ventures can be found at the end of our letter. The proposed framework is meant to tie down a strategy/structure which had not been discussed in detail previously. We believe this is the best for shareholders as it provides clarity on how the strategic/financial partners will actually benefit and help Dow Jones and all its shareholders.

One issue that's come to light and is preventing even more investors from 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 deficient would be too generous, because there has been no bona-fide process at all!

The Dow Jones business is very complex in it has multiple global business segments (Community Papers, Consumer Print, Enterprise, Factiva) with different sets of management teams.

Without a process that provides a proper pitchbook and business summary for the Dow Jones transaction, a real barrier to entry has been created. Outside private equity funds and strategic investors do not have critical knowledge or resources to evaluate or engage in a transaction without a bona-fide process.

For instance, we have no knowledge of the accurate Dow Jones/WSJ internet traffic statistics. This is a huge piece of diligence/value appraisal. To date, only News Corp has access to this info.

To counter the problems and protect shareholders, Delaware's Revlon case provides a roadmap and real process for Directors to take heed of when Directors undertake the sale of a company. One reasonable standard recommended is for Directors to make sure bankers and the company perform an auction process or auction-type process to best serve their shareholders' interests. This includes creating and disseminating information to prospective bidders/investors such as a 'pitch book'. This has not been done to date which is highly irregular and unusual for a company of Dow Jones' magnitude. Smart businesses don't sell themselves this way and history/stats remind us of this.

Directors of DJ have both resigned or not voted on key measures to show there is internal disagreement about the current path shareholders are being dragged along in the effort by the DJ Board to do a 'quick sale' here.

Other Dow Jones large shareholders have already indicated they believe the offer by News Corp is inadequate or not fairly priced such as the roughly 10% Class B stake overseen by Denver-based law firm Holme, Roberts, and Owens. These shareholders would also clearly benefit from a bona-fide sales process.

It is not too late for the Directors to fulfill their fiduciary responsibility to shareholders and initiate a true sales process. It can be completed in 60 days or less and will surely result in the best deal and most options for shareholders.

Finally, we also don't believe either shareholders or the Board have had the benefit of a broad diversified analysis from different tech/media firms on the opportunity for Dow Jones to stay public and invest/build new media initiatives.

Therefore, we are willing to pay out of our pocket the costs to have at least five well respected internet/media analysts give their view of Dow Jones' prospects for the benefit of the Board and shareholders.

For Class A shareholders: We will begin to reach out to the larger holders to explain both the benefit of pushing the Dow Jones Board to have a bona-fide sales process as well as describing the benefits of the strategic transaction we have proposed to Dow Jones for consideration.

Finally, some views on the environment. From a 50,000 foot view, it's bizarre how many parties as we have seen in various articles and reports are viewing Dow Jones with such a slanted, often highly inaccurate distortion 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 Warren Buffett quote in a recent interview of where DJ should be by now). But then who has created even tens of billions of new value for shareholders in the transitioning media to new media evolution phase we are in?

Gannett, NYTimes, Tribune, etc? DJ and all its peers in print and traditional media including stalwarts such as GE(NBC), ABC, CBS have not performed.

Just because Dow Jones hasn't necessarily come out and said, "here is our future" doesn't mean the DJ financial/shareholder value build in the future isn't going to be brighter or stronger then its peers.

Dow Jones has the most diversified bundle of assets to maximize in this sector (DJ Enterprise Business, Factiva, Marketwatch) and the strongest most globally recognized brands in business backing that up: Wall Street Journal, Dow Jones, and Barrons.

The Bancroft Family should be perhaps even more highly commended for keeping DOW JONES the bastion of independence and integrity over 100 years. This is what has created the true value of these assets vs. short term financial performance in this evolutionary phase.

While turning the Wall Street Journal into a beacon of light in the choppy media world, the Bancroft family and shareholders are in control of one of the most profitable and envied media and business franchises in the history of corporations in America.

And the Class B and Class B shareholders are incredibly well positioned to bring in some partners and investors starving to put growth capital and their expertise to work in ideas and upside as the ones we have been discussing with DJ.

Every company and individual makes strategic mistakes over a long career. It always happens. But the big winners historically are the companies/individuals that learn from these mistakes, make changes, and have the courage to make another bet on themselves, their employees, and their 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 in the world. Dow Jones has virtually no debt, thus ample funds to expand. Finally, proof of concept exists today (see- CNBC/Yahoo Finance) that clearly justify modest re-investment and expansion by the Dow Jones to go after these lucrative opportunities. In addition, it's clear that other new media opportunities (online video, global expansion) are opening up which have tremendous upside for the type of brands/assets Dow Jones controls.

No company is in a better position today then Dow Jones to triumph over the next few years and transition its leadership in business brands from print 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 the founder of MySpace. Greenspan currently has majority stakes in privately held Live Universe, Inc. and BroadWebAsia, which in aggregate are composed of over 30 websites that reach approximately 75 million unique users each month across the U.S./Europe/Asia. More information can be found at http://www.bradgreenspan.com/.