New York Times fight play-by-play: Harbinger edition
The New York Times’ dissident shareholder Harbinger Capital Partners officially launched its proxy fight on Friday with a regulatory filing that details the blow-by-blow in the publisher’s second showdown with a major investor in three years. The chronology:
- Dec, 2007: Harbinger begins buying shares of NYT. The buying accelerates considerably by mid-January 2008
- Jan 25, 2008: Harbinger delivers formal notice to the Times of its intention to nominate four Class A directors at the 2008 annual shareholders meeting. The group discloses a 4.9 percent stake in the Times. The publisher acknowledges the approach in a press release.
- Jan 27: Firebrand Partners’ Scott Galloway, the public face of the dissident investors group, appeals directly to Times Chairman and Publisher Arthur Sulzberger, Jr and CEO Janet Robinson in a letter criticizing the company for moving too slowly online. He details, in broad strokes, what the Times should do instead: shed non-core assets and reinvest more heavily in digital businesses.
- Feb 8: The two sides meet. Harbinger representatives and some of the nominees begin a dialog with company representatives. Galloway thanks them in a letter following the meeting and reminds them that the nominees are free to be interviewed by the Times nominating committee.
- Feb 11: Harbinger discloses it boosted its stake to 9.96 percent.
- Feb 12: The Times announces it has nominated two new directors to replace outgoing members. The new nominees are Drugstore.com CEO Dawn Lepore and Robert Denham, a former CEO of Salomon Inc.
- Feb 14: New York Times Executive Editor Bill Keller tells newsroom staffers the company plans to eliminate 100 newsroom jobs by not filling vacancies, offering buyouts and laying people off if necessary.
- Feb. 21: New York Times’ preliminary proxy lists 13 nominees that, no surprise, do not include any of Harbinger’s nominees. The company advises shareholders to vote for its candidates and gives tips on what to do with proxy cards from Harbinger. A representative for the investor group tells Reuters the Times’ move was “disappointing” and that it had “refused” to interview the group’s nominees. The Harbinger group also discloses that they are now the company’s biggest public shareholder with 15.61 percent. That same day, a Times representative tells Galloway the nominating committee wishes to interview their nominees.
- Feb 22: Some of the group’s nominees meet with Times management to discuss its digital strategy.
- Feb 25: Harbinger discloses it has raised its stake to 19.03 percent.
- Feb 26: A source tells Reuters that the Times’ nominating committee will meet with Harbinger’s nominees as early as next week.
- Feb 27: Times’s About.com CEO announces departure.
- Feb 29: The Harbinger group files its proxy.
(Photo: Reuters / Arthur Sulzberger, Jr at the World Economic Forum in 2002)
And so it begins (part V): Murdoch book review spiked
While the world scrutinizes the front pages of the Wall Street Journal for evidence of Rupert Murdoch’s long hand, the smallest of News Corp’s vast portfolio of news publications made waves this week for being guilty of appeasing the mogul, according to the IHT.
The Far Eastern Economic Review (FEER), acquired as part of Murdoch’s purchase of Dow Jones, spiked a review of a book penned by former News Corp journalist Bruce Dover about Murdoch’s exploits in China, ”Rupert’s Adventures in China: How Murdoch Lost a Fortune and Found a Wife.”
Dover, Murdoch’s right-hand man in China, writes about the global media tycoon’s attempts at breaking into one of the world’s biggest markets and the compromises it entailed. FEER chief Hugo Restall admitted to getting “cold feet” over publishing the review.
From an e-mail exchange between the review’s author Eric Ellis and FEER’s Restall found on Crikey (subscription required): “I’m afraid I am getting cold feet on this one – I’ve just gotten a copy of the book, and it looks more like the work of a disgruntled ex-employee, rather than an analysis of the business.”
Slate’s Jack Shafter Shafer points out that this isn’t the first run-in the review’s author Ellis has had with a Murdoch controlled property investment. His profile of Murdoch’s third wife Wendi Deng was spiked by Fairfax Media newspapers in Australia last year. Murdoch sold the company’s stake in Fairfax. (Slate’s review of the book)
Ellis’s review of Dover’s book ran on AsiaSentinel.com.
(An earlier version of this entry contained several inaccuracies. The author of the review Eric Ellis alerted us to the errors. )
Keep an eye on: CBS results, shudder
CBS reported fourth quarter financial results on Tuesday morning, confirming the obvious. Old media bad, new media better. Profit dropped 15 percent, dragged by anemic radio, TV and publishing sales.
The one bright spot? Outdoor. And even that was primarily driven by benefits from the weak dollar.
The challenges facing traditional media are not lost on CBS, which has been trying to ramp up its digital business and has been selling off underperforming TV and radio stations.
For now, however, CBS’s 1 percent revenue growth on an organic basis, according to Goldman Sachs, stands in stark contrast to some of its other big media peers — Disney revenue was up about 10 percent; News Corp revenue rose 9.5 percent; even Time Warner eked out a 2 percent rise in quarterly revenue.
(Reuters)
Keep an eye on:
- We are bionic media consumers: Turns out TV viewers can still recall some spots even when watching at up to six times the speed of regular TV. (WSJ)
- FCC okays Liberty-DirecTV deal. (Reuters)
- Dissident shareholders group raises stake in the New York Times to 19 percent. (Reuters)
- Google, five Asian telecoms operators agreed to build an undersea cable linking the United States to Japan to provide capacity to sustain a surge in Internet traffic between the two continents. (Reuters)
New York Times gets edgy — no, really
We didn’t expect this from the Gray Lady. The New York Times, under fire from a dissident investors group for moving too slowly in the digital world, is test-launching a kind of scrap book for content that lets users move links and text between mobile phones and PCs.
It took 22 hours to develop as part of last year’s London Hack Day contest, where developers were challenged to build something in under 24-hours. ShifD was built by Michael Young and Nick Bilton from The New York Times Research & Development Group working with a small team of developers, according to the site.
The original idea included support for RFID chips, which would let users with an RFID-equipped cellphone move content to and from an RFID equipped computer.
Suggestion: Give these guys a raise, a budget and a higher profile.
Next up: A widget to fix declining print advertising and circulation revenue.
Beet.TV’s Andy Plesser spoke with the developers, who have a better explanation of ShifD.
NY Times to shareholders: IT’S NOT TOO LATE!
No less than 24-times did the New York Times proxy refer to Harbinger Capital Partners by name in a prelminary proxy filed on Thursday.
In case one wonders how the Ochs-Sulzberger family-owned enterprise feels about the barbarians at the gate, this should clear things up:
Our Board of Directors unanimously recommends a vote for the election of each of our Board’s nominees on the enclosed WHITE proxy card. Even if you have previously signed a proxy card sent by Harbinger, you have every right to change your vote by telephone, by Internet or by signing, dating and returning the enclosed WHITE proxy card in the postage-paid envelope provided. We urge you to disregard any proxy card that you may receive from or on behalf of Harbinger.
Still, Times spokeswoman Catherine Mathis tells us the company plans to review the slate of four director nominees proposed by the dissident shareholders group.
Just moments after the proxy was made public, Harbinger forced its first likely rewrite. The hedge fund disclosed it had snapped up even more shares of the publisher, rendering the 11.8 percent it is listed as owning inaccurate. It is now the biggest shareholder with 15.61 percent.
Friday, Feb. 22 is the date of record to vote in the annual meeting, giving the shareholders group one last shot at buying more. And the day is not over yet.
Keep an eye on: NYT girds for proxy battle
Riding the momentum of Morgan Stanley’s attack on the Grey Lady, an investors group led by Scott Galloway, an associate professor at New York University, is set to mount a proxy fight for four board seats.
It will mark the first time in the Times’s 157-year history a non-family member nominates a rival slate to the board. Silicon Alley Insider’s Henry Blodget says there’s a meeting today. And judging by New York Times’s comments following the filing of its preliminary proxy on late Thursday, the company appears to have left the door open.
The investors group, comprised of hedge fund Harbinger Capital Partners and investment firm Firebrand Partners, has called for the sell-off of non-core assets including its baseball team, the Boston Globe and other assets with the proceeds going to invest more heavily in digital properties.
But what does Galloway’s Firebrand really want? Will he settle for just one or two board seats?
More important, what real impact will that have? Will the Times have let the fox in the hen house, or merely appease the company’s biggest shareholder with a symbolic gesture?
Would you let this man on your board? (Reuters) (Washington Post)
Keep an eye on:
News Corp’s Bancroft – ain’t no dummy
Natalie Bancroft, handpicked by News Corp to represent Dow Jones’s Bancroft family on its board, is more than qualified. So says News Corp, her dad and well, Natalie herself.
The 27-year-old opera singer in training breaks her silence in Portfolio’s March 2008 issue to defend her two-year term on the board, which pays $195,000 annually.
”There’s been people saying, ‘She’s going to be a potted plant and a pushover.’ The last thing I am is a pushover,” she says. “I’m not just some idiotic girl in piggytails yodeling.”
She lists her qualifications:
- reared in Europe
- has a flexible schedule
- sleeps only three to five hours a night
- speaks several languages
- reads foreign language newspapers
- was a tomboy – “I love camping. I love sailing. I love doing boy stuff.”
Forget all that for a moment and consider how she got the board job in the first place — pulling a Murdoch of her own. Even as the Bancrofts couldn’t get their act together on a board nomination, a four-line e-mail Natalie sent to the family nominating herself caught Murdoch’s eye.
Bancroft on the discussions: “There were so many negotiations going on, and the family was screwing it up right and left. My focus was more on, Jesus Christ, how am I related to these people?”
Wal-Mart to HD-DVD: go to your room!
As rejections go, this one borders on the deranged.
Not only has the biggest retailer on Earth drop-kicked the HD-DVD format by deciding to stop selling its movies or players, Wal-Mart blogger Susan Chronister, a buyer in the movies category at the retailer, tells shoppers just what to do with those soon-to-be relics.
From Wal-Mart’s blog:
So… if you bought the HD player like me, I’d retire it to the bedroom, kid’s playroom, or give it to your parents to play their John Wayne standard def movies, and make space for a BD player for your awesome Hi Def experience. I am probably going to surprise my husband with BluRay player for Father’s Day, so please don’t tell him!
John Wayne movies in standard def!! We’d personally hang on to them for a future (20 years, perhaps) payout on eBay.
In case you weren’t sure if Toshiba still had a prayer for its format after Warner Bros, Netflix and Best Buy dumped the format, today’s news might clear things up.
HD-DVD, meet the MiniDisc.
Writers’ strike over?
Depends on who you ask. Former Disney Chief Michael Eisner tells CNBC that the it’s essentially over. The two sides have reached a handshake deal and will be taken to the writers on Saturday. Moreover, he believes the deal will be impossible to turn down.
From CNBC’s transcript:
Dylan Ratigan of CNBC: Where do we stand on the writers strike?
Eisner: “It’s over. They made the deal. They shook hands on the deal … It’s going on Saturday to the writers in general. It’s impossible that the constituency of writers — I don’t think it’s possible. It’s impossible to turn it down. (The) deal has been made, and they’ll be back to work … I know it’s over. Now, I don’t have a job, so I have nothing to lose.”
Viacom Executive Chairman Sumner Redstone, who was honored on Thursday for at the Paley Center Annual Gala also sounded optimistic.
“In the end, content creators and content owners are on the same side of the table. Writers tell the story. We sell the story. We both seek the same goal: To optimize the value of that content over as many platforms as we can.
“As the industry’s recent negotiations with the Director’s Guild demonstrate, calm, collected minds can agree on a model that makes sense for all concerned.
Viacom takes Take-Two? Nope
Video game industry trades and the blogosphere were abuzz on Wednesday with rumors of Viacom offering a 30 percent premium to buy Grand Theft Auto maker Take-Two Interactive for $1.5 billion.
A source familiar with the matter tells us it’s not true.
Seems the market sees it that way as well. Shares of Take-Two Interactive, which rose 6 percent yesterday on the rumor, ended the day lower. Shares are up less than 1 percent on Thursday morning.
Strong sales of its Rock Band game has increased Viacom’s appetite to expand its games businesses. Last year, Viacom’s MTV Networks earmarked $500 million to expand further into video games.
But for now, that’s about it. Viacom CEO Philippe Dauman has said on several occasions that the company had no appetite for big ticket deals, preferring smaller, “tuck-in” acquisitions or building internally.
Viacom declined comment. Take-Two has yet to get back to us. Move along folks. Nothing to see here.
Update: “Take-Two does not comment on rumors or speculation,” a Take-Two spokeswoman said in an e-mailed statement.
