Nexstar Proposal to Acquire Media General
Now Valued at $15.70 Per Share, 41% Premium to Media General’s
Share Price on Day Prior to Nexstar’s Offer
Nexstar Broadcasting Group, Inc. (Nasdaq:NXST) today commented
on Media General, Inc.’s (NYSE:MEG) announcement that it will enter
into negotiations regarding Nexstar’s proposal to acquire Media
General. On September 28, Nexstar submitted a proposal to acquire
Media General for $10.50 per share in cash and a fixed ratio of
0.0898 Nexstar shares per Media General share. Nexstar’s proposal,
based on its closing share price on November 13, is currently
valued at $15.70 per Media General share, representing a premium of
41% over Media General’s closing stock price on September 25.
“We are eager to move forward with discussions with Media
General regarding our proposal, while at the same time maintaining
our financial discipline. It is evident since our initial
announcement that Media General and Nexstar shareholders recognize
the compelling strategic and financial value that a Media
General-Nexstar combination presents for both companies and our
respective shareholders,” said Perry Sook, Chairman, President and
CEO of Nexstar. “We are surprised that Media General’s Board
considers the value of our proposal to be inadequate today,
however, we are willing to engage with them to hear their
perspectives. We believe our proposal will deliver superior,
immediate and long-term value to Media General shareholders
compared with any alternatives available to the company.”
BofA Merrill Lynch is acting as financial advisor and Kirkland
& Ellis LLP is acting as legal counsel to Nexstar in connection
with the proposed transaction.
About Nexstar Broadcasting Group, Inc.
Nexstar Broadcasting Group is a leading diversified media
company that leverages localism to bring new services and value to
consumers and advertisers through its traditional media, digital
and mobile media platforms. Nexstar owns, operates, programs or
provides sales and other services to 107 television stations and
related digital multicast signals reaching 58 markets or
approximately 18.0% of all U.S. television households. Nexstar’s
portfolio includes affiliates of NBC, CBS, ABC, FOX, MyNetworkTV,
The CW, Telemundo, Bounce TV, Me-TV, LATV, RTV, Estrella, This TV,
Weather Nation Utah, Movies! and News/Weather. Nexstar’s community
portal websites offer additional hyper-local content and verticals
for consumers and advertisers, allowing audiences to choose where,
when and how they access content while creating new revenue
opportunities.
Pro-forma for the completion of all announced transactions
Nexstar will own, operate, program or provides sales and other
services to 112 television stations and related digital multicast
signals reaching 59 markets or approximately 18.0% of all U.S.
television households.
Additional Information
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
relates to a proposal which Nexstar Broadcasting Group, Inc.
(“Nexstar”) has made for a business combination transaction with
Media General, Inc. (“Media General”). In furtherance of this
proposal and subject to future developments, Nexstar (and, if a
negotiated transaction is agreed, Media General) may file one or
more registration statements, prospectuses, proxy statements or
other documents with the U.S. Securities and Exchange Commission
(“SEC”). This communication is not a substitute for any
registration statement, prospectus, proxy statement or other
document Nexstar and/or Media General may file with the SEC in
connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF NEXSTAR AND MEDIA GENERAL ARE URGED TO READ ANY
REGISTRATION STATEMENT, PROSPECTUS, PROXY STATEMENT AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy
statement (if and when available) will be mailed to stockholders of
Media General. Investors and security holders will be able to
obtain free copies of these documents (if and when available) and
other documents filed with the SEC by Nexstar or Media General
through the web site maintained by the SEC at
http://www.sec.gov.
Certain Information Regarding Participants
Nexstar and certain of its directors and executive officers may
be deemed to be participants in any solicitation with respect to
the proposed transaction under the rules of the SEC. Security
holders may obtain information regarding the names and interests of
Nexstar’s directors and executive officers in Nexstar’s Annual
Report on Form 10-K for the year ended December 31, 2014,
which was filed with the SEC on March 2, 2015, and Nexstar’s
proxy statement for the 2015 Annual Meeting of Stockholders, which
was filed with the SEC on April 24, 2015. These documents can
be obtained free of charge from the sources indicated above.
Additional information regarding the interests of participants in
any proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will also be
included in any proxy statement and other relevant materials to be
filed with the SEC if and when they become available.
Forward-Looking Statements
This communication includes forward-looking statements. We have
based these forward-looking statements on our current expectations
and projections about future events. Forward-looking statements
include information preceded by, followed by, or that includes the
words "guidance," "believes," "expects," "anticipates," "could," or
similar expressions. For these statements, Nexstar claims the
protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.
The forward-looking statements contained in this communication,
concerning, among other things, the ultimate outcome and benefits
of any possible transaction between Nexstar and Media General and
timing thereof, and future financial performance, including changes
in net revenue, cash flow and operating expenses, involve risks and
uncertainties, and are subject to change based on various important
factors, including the possibilities that Nexstar will not pursue a
transaction with Media General and that Media General will reject a
transaction with Nexstar (or otherwise that no transaction will be
consummated), the impact of changes in national and regional
economies, our ability to service and refinance our outstanding
debt, successful integration of Media General (including
achievement of synergies and cost reductions), 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 Nexstar,
volatility in programming costs, the effects of governmental
regulation of broadcasting, industry consolidation, technological
developments and major world news events. Unless required by law,
we undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this
communication might not occur. You should not place undue reliance
on these forward-looking statements, which speak only as of the
date of this release. For more details on factors that could affect
these expectations, please see our filings with the Securities and
Exchange Commission.
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version on businesswire.com: http://www.businesswire.com/news/home/20151116006000/en/
Investors:Nexstar Broadcasting Group, Inc.Thomas E.
Carter, 972-373-8800Chief Financial OfficerorJCIRJoseph
Jaffoni/Jennifer Neuman212-835-8500 or nxst@jcir.comorInnisfree
M&A IncorporatedLarry Miller/Jonathan Salzberger/Scott
Winter212-750-5833orMedia:Sard Verbinnen & CoGeorge
Sard/Jim Barron/Stephanie Pillersdorf/Jared Levy212-687-8080
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