Media General, Inc. (NYSE:MEG) and LIN Media LLC (NYSE:LIN) today
announced an amendment to their merger agreement for their strategic
business combination originally announced on March 21, 2014. Both
companies reaffirmed their commitment to the business combination and
have demonstrated substantial progress to obtaining all required
As a result of the amended merger agreement, today's special shareholder
meetings for both companies will be convened and then adjourned to
October 6, 2014 to give shareholders time to review the new terms.
Shareholders of record on July 18, 2014, the record date for both
companies' special shareholder meetings, will be entitled to vote at the
special meetings when they are reconvened on October 6, 2014. The Boards
of Directors of both companies unanimously approved the amendment to the
merger agreement and continue to recommend approval of the transaction.
The amendment to the merger agreement follows an announcement made that
there will be an affiliation change to one of LIN Media's television
stations. The merger consideration for each LIN Media common share will
now be either $25.97 in cash or 1.4714 shares of the new holding
company, subject to proration. The maximum cash amount that will be paid
to the LIN shareholders remains $763 million. Media General shareholders
will continue to receive one share of the new holding company for each
share of Media General that they own upon closing. In addition, the
amendment to the merger agreement, among other things, eliminates Media
General's termination right for regulatory actions and divestitures that
are expected to result in a reduction of LIN Media's annual broadcast
cash flow in excess of $5 million and clarifies that the affiliation
change and changes in certain fees under certain network affiliation
agreements are industry changes not taken into account with respect to
certain closing conditions. It is anticipated that, upon the closing of
the transaction, Media General's former shareholders will own
approximately 67%, and LIN Media's former shareholders will own
approximately 33% of the fully-diluted shares of the new holding company.
Media General and LIN Media reiterated their belief that the transaction
will deliver substantial value to shareholders, customers and employees
by creating significant strategic and financial benefits, including:
J. Stewart Bryan III, Chairman of the Board of Media General, said,
"Over the past five months we have become even more convinced that our
combination with LIN Media is a major strategic, financial and
operational opportunity for our shareholders. We are pleased to report
that we continue to be on track to close the transaction in early 2015."
Douglas W. McCormick, Chairman of the Board of LIN Media, said, "The
significant strategic aspects of our transaction remain compelling. We
are also making excellent progress on our regulatory compliance
regarding proposed station divestitures."
George L. Mahoney, President and Chief Executive Officer of Media
General, said, "After several months of working together on the
post-transaction integration process, both companies are even more
confident that we have a terrific fit. Today's amendment to the merger
agreement is a technical recalibration of the transaction, which will
continue to generate significant free cash flow and remain immediately
accretive on a pro forma free cash flow per share basis."
Vincent L. Sadusky, President and Chief Executive Officer of LIN Media,
said, "Both companies are strongly committed to successfully closing
this transaction and the amended merger agreement reaffirms that
commitment. We are eager to move forward with our combination to create
a highly complementary and competitive multimedia company with greater
scale, which is more important than ever. We are very excited about the
future of our soon-to-be combined company."
Media General and LIN Media will mail supplemental proxy materials to
their respective shareholders. The closing of the pending transaction is
conditioned on approval of the shareholders of both companies, the
expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act and receipt from the Federal Communications Commission
of consent to the transfer of control of broadcast licensee subsidiaries
of Media General and LIN Media in connection with the transaction. Media
General and LIN Media continue to expect that their business combination
will be completed in early 2015.
RBC Capital Markets, LLC is providing financial advice and Fried, Frank,
Harris, Shriver & Jacobson LLP is serving as legal advisor to Media
Geneal. J.P. Morgan is providing financial advice and Weil, Gotshal &
Manges LLP is serving as legal advisor to LIN Media.
The amended merger agreement will be included in a Form 8-K to be filed
with the SEC. The 8-K filing will be available on Media General's
in the Investor Relations section.
Investor Conference Call
Media General and LIN Media will hold a joint conference call with
investors to discuss this announcement today at 11:30 a.m. Eastern Time.
The conference call dial-in number is 1-800-708-4540. The pass code is
37943664. A live webcast will be accessible through Media General's
To access the live webcast, click on the link to the webcast on the home
page. Allow at least 10 minutes to access Media General's home page and
complete the links before the webcast begins. A telephone replay of the
call will be available through August 27, 2014 at 11:59 p.m. Eastern
Time by dialing 1-888-843-7419 and using the pass code 37943664.
Forward Looking Statements
Certain statements in this press release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of Media General or LIN
Media to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Statements preceded by, followed by or that otherwise include the words
"believes," "expects," "anticipates," "intends," "projects,"
"estimates," "plans," "increase," "forecast" and "guidance" and similar
expressions or future or conditional verbs such as "will," "should,"
"would," "may" and "could" are based upon then-current assumptions and
expectations and are generally forward-looking in nature and not
historical facts. Any statements that refer to outlook, expectations or
other characterizations of future events, circumstances or results are
also forward-looking statements. There can be no assurance that the
proposed merger or the proposed purchases and sales will occur as
currently contemplated, or at all, or that the expected benefits from
the merger will be realized on the timetable currently contemplated, or
at all. Additional risks and uncertainties relating to the proposed
merger include, but are not limited to, uncertainties as to the
satisfaction of closing conditions to the merger, including timing,
receipt of, and conditions to obtaining regulatory approvals, timing and
receipt of approval by the shareholders of Media General and LIN Media,
the respective parties' performance of their obligations under the
merger agreement, and other factors affecting the execution of the
transaction. Other risks that could cause future results to differ from
those expressed by the forward-looking statements included in this press
release include, but are not limited to, Media General's and LIN Media's
ability to promptly and effectively integrate the businesses of the two
companies, any change in national and regional economic conditions, the
competitiveness of political races and voter initiatives, pricing
fluctuations in local and national advertising, future regulatory
actions and conditions in the television stations' operating areas,
competition from others in the broadcast television markets served by
Media General and LIN Media, volatility in programming costs, the
effects of governmental regulation of broadcasting, industry
consolidation, technological developments and major world news events.
A further list and description of important assumptions and other
important factors that could cause actual results to differ materially
from those in the forward-looking statements are specified in Media
General and LIN Media's respective Annual Reports on Form 10-K for the
year ended December 31, 2013 and Quarterly Reports on Form 10-Q and in
the Registration Statement on Form S-4 and the related joint proxy
statement/prospectus with respect to the merger, and the included under
headings such as "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations". Other
unknown or unpredictable factors could also have material adverse
effects on Media General's or LIN Media's performance or achievements.
In light of these risks, uncertainties, assumptions and factors, the
forward-looking events discussed in this press release may not occur.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date stated, or if no date is
stated, as of the date of this press release. Media General and LIN
Media undertake no obligation to release publicly any revisions to any
forward-looking statements, to report events or to report the occurrence
of unanticipated events unless required by law.
This communication is not a solicitation of a proxy from any shareholder
of Media General, Inc. ("Media General") or LIN Media LLC ("LIN Media").
In connection with the Agreement and Plan of Merger by and among Media
General, Mercury New Holdco, Inc., ("Media General Holdings"), LIN Media
and the other parties thereto (the "Merger"), as amended, Media General
Holdings has filed with the Securities and Exchange Commission ("SEC") a
Registration Statement on Form S-4 (the "Form S-4") that includes a
joint proxy statement/prospectus that has been filed with the SEC by
Media General and LIN Media. Media General Holdings, Media General and
LIN Media intend to file supplemental materials with the SEC. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS BECAUSE THEY
CONTAIN (OR WILL CONTAIN) IMPORTANT INFORMATION ABOUT MEDIA GENERAL, LIN
MEDIA, MEDIA GENERAL HOLDINGS AND THE MERGER. The Form S-4, including
the joint proxy statement/prospectus, and the supplemental materials
(when they become available), and any other documents filed by Media
General, Media General Holdings and LIN Media with the SEC, may be
obtained free of charge at the SEC's web site at www.sec.gov.
The documents filed by Media General and Media General Holdings may also
be obtained for free from Media General's Investor Relations web site (http://www.mediageneral.com/investor/index.htm)
or by directing a request to Media General's Investor Relations contact,
Lou Anne J. Nabhan, Vice President, Corporate Communications, at (804)
Media General and LIN Media and their respective executive officers and
directors may be deemed to be participants in the solicitation of
proxies from the security holders of either Media General or LIN Media
in connection with the Merger. Information about Media General's
directors and executive officers is available in the Form S-4 and the
joint proxy statement/prospectus regarding the Merger that has been
filed with the SEC.
About Media General
Media General, Inc. is a leading local television broadcasting and
digital media company, providing top-rated news, information and
entertainment in strong markets across the U.S. The company currently
owns or operates 31 network-affiliated broadcast television stations and
their associated digital media and mobile platforms, in 28 markets.
These stations reach 16.5 million or 14% of U.S. TV households. Sixteen
of the 31 stations are located in the top 75 designated market areas.
Media General first entered the local television business in 1955 when
it launched WFLA in Tampa, Florida as an NBC affiliate. The company
subsequently expanded its station portfolio through acquisition. In
November 2013, Media General and Young Broadcasting merged, combining
Media General's 18 stations and Young's 13 stations. Media General's
company website can be accessed at www.mediageneral.com.
About LIN Media
LIN Media is a local multimedia company that operates or services 43
television stations and seven digital channels in 23 U.S. markets, and a
diverse portfolio of websites, apps and mobile products that make it
more convenient to access its unique and relevant content on multiple
screens. LIN Media's highly-rated television stations deliver important
local news and community stories along with top-rated sports and
entertainment programming to 10.5% of U.S. television homes. The
Company's digital media operations focus on emerging media and
interactive technologies that deliver performance-driven digital
marketing solutions to some of the nation's most respected agencies and
brands. LIN Media LLC trades on the NYSE under the symbol "LIN". The
Company regularly uses its website as a key source of Company
information and can be accessed at www.linmedia.com.
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