DES MOINES, Iowa, Nov. 16, 2015 /PRNewswire/ -- Meredith
Corporation (NYSE: MDP; www.meredith.com)
today issued the following statements in response to a
determination made by Media General (NYSE: MEG) to (1)
Reject Nexstar Broadcasting Group's (Nasdaq: NXST)
unsolicited proposal to acquire Media General; and (2) Engage
in negotiations with Nexstar regarding its non-binding unsolicited
proposal:
- "Meredith understands Media General Board's fiduciary
responsibility to respond to the Nexstar proposal consistent with
our binding merger agreement announced on September 8, 2015. However, Meredith still
remains confident that the combination of Meredith and Media
General will generate superior shareholder value – over both the
near- and long-term – as compared to a potential Nexstar
transaction."
- "It is important to remember that our binding agreement
to merge with Media General remains in place with fully-committed
financing of $2.8 billion; we are
making significant progress on achieving key regulatory approvals
needed to complete the transaction; our joint integration work has
already identified additional synergies; and the Meredith and Media
General Boards of Directors continue to recommend the
Meredith-Media General transaction."
- "Under the terms of our binding merger agreement,
Meredith will have the opportunity to review – and propose an
alternative superior proposal – to a potential agreement Media
General might reach with a third-party."
"Meredith's Board of Directors still unanimously agrees that the
merger agreement reached with Media General as currently structured
is in the best interests of shareholders," said Meredith Chairman
and CEO Stephen M. Lacy.
"Enhancing Meredith shareholder value will remain our top priority
as we move forward in this merger process."
The new Meredith Media General will be a diversified,
multiplatform media company with a strong financial position,
unmatched content creation capabilities, deep consumer insights and
data, and expansive reach. Its compelling attributes
include:
- A powerful competitor in the media industry with
$3 billion in revenues, over
$920 million of EBITDA, and at least
$1 billion in pro-forma cumulative
free cash flow in the first two calendar years
post-closing.
- At least $85 million of
verified synergies, which could climb even higher as the two
companies move forward with integration activities.
- More than 80 television stations across 54 markets that
reach 34 million U.S. TV households. These high-quality local
broadcast assets will include 25 Big Four network-affiliated TV
stations in the Top 50 DMAs, making Meredith Media General the
largest owner of Big Four stations in Top 50 markets.
- A powerful digital platform reaching more than 200 million
monthly unique visitors via a combination of leading national
and local consumer sites and business-to-business digital
capabilities in key growth sectors such as content, mobile, social,
video and native advertising.
- Leading multiplatform national media brands with a top
female reach of 100 million unduplicated American women and over 60
percent of U.S. Millennial women across multiple platforms
including print, digital, mobile, video and brand licensing. It
will also possess a profitable marketing services business.
The new Meredith Media General will also be positioned for
long-term growth in the media industry:
- Meredith Media General's 30 percent TV household reach
provides for further expansion in the television space, as it is
well below the government-mandated 39 percent ownership cap.
- Meredith Media General will possess a powerful digital
business, with projected first-year revenues of
approximately $500 million and
tremendous growth potential. Meredith has an established and
profitable digital business and is well-positioned to maximize
opportunities inherent in Media General's current digital
activities.
- Meredith Media General will build on Meredith's success in
generating revenues not dependent on advertising via its
high-margin brand licensing and its nationally recognized
and profitable marketing services businesses.
ABOUT MEREDITH CORPORATION
Meredith Corporation has been committed to service journalism
for more than 110 years. Today, Meredith uses multiple distribution
platforms – including broadcast television, print, digital, mobile
and video – to provide consumers with content they desire and to
deliver the messages of its advertising and marketing partners.
Meredith's Local Media Group includes 17 owned or operated
television stations reaching 11 percent of U.S. households.
Meredith's portfolio is concentrated in large, fast-growing
markets, with seven stations in the nation's Top 25 – including
Atlanta, Phoenix, St.
Louis and Portland – and 13
in Top 50 markets. Meredith's stations produce approximately 650
hours of local news and entertainment content each week, and
operate leading local digital destinations.
Meredith's National Media Group reaches 100 million unduplicated
women every month, including 60 percent of American Millennial
women. Meredith is the leader in creating and distributing
content across platforms in key consumer interest areas such as
food, home, parenting and health through well-known brands such as
Better Homes and Gardens, Allrecipes, Parents and Shape.
Meredith also features robust brand licensing activities, including
more than 3,000 SKUs of branded products at 4,000 Walmart stores
across the U.S. Meredith Xcelerated Marketing is a leader at
developing and delivering custom content and customer relationship
marketing programs for many of the world's top brands, including
Kraft, Lowe's and NBC Universal.
NO OFFER OR SOLICITATION
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, any securities or the solicitation of any vote in any
jurisdiction pursuant to the proposed transactions or otherwise,
nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. No offer
of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is not a solicitation of a proxy from any
shareholder of Media General, Inc. ("Media General") or Meredith
Corporation ("Meredith"). In connection with the Agreement
and Plan of Merger by and among Media General, Montage New Holdco,
Inc. (to be renamed Meredith Media General Corporation after
closing) ("Meredith Media General"), Meredith and the other parties
thereto (the "Merger"), Media General, Meredith Media General and
Meredith intend to file relevant materials with the Securities and
Exchange Commission ("SEC"), including a Registration Statement on
Form S-4 filed by Meredith Media General that will contain a joint
proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MEDIA GENERAL,
MEREDITH, MEREDITH MEDIA GENERAL AND THE MERGER. The Form S-4,
including the joint proxy statement/prospectus, and other relevant
materials (when they become available), and any other documents
filed by Media General, Meredith and Meredith Media General 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 Meredith
Media General 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, Courtney Guertin, Director of Marketing &
Communications, at 401-457-9501. The documents filed by Meredith
may also be obtained for free from Meredith's Investor Relations
web site (http://ir.meredith.com) or by directing a request to
Meredith's Shareholder/Financial Analyst contact, Mike Lovell, Director of Investor Relations, at
515-284-3622.
PARTICIPANTS IN THE SOLICITATION
Media General and Meredith 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 Meredith in connection with the Merger. Information
about Media General's directors and executive officers is available
in Media General's definitive proxy statement, dated March 13, 2015, for its 2015 annual meeting of
shareholders. Information about Meredith's directors and executive
officers is available in Meredith's definitive proxy statement,
dated September 25, 2015, for its
2015 annual meeting of shareholders. Other information regarding
the participants and description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the Form S-4 and the joint proxy statement/prospectus regarding the
Merger that Meredith Media General will file with the SEC when it
becomes available.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This document contains forward-looking statements. You can
generally identify forward-looking statements by the use of
forward-looking terminology such as "anticipate," "believe,"
"continue," "could," "estimate," "expect," "explore," "evaluate,"
"intend," "may," "might," "plan," "potential," "predict,"
"project," "seek," "should," or "will," or the negative thereof or
other variations thereon or comparable terminology. These
forward-looking statements are only predictions and involve known
and unknown risks and uncertainties, many of which are beyond Media
General, Meredith and Meredith Media General's control.
Statements in this document regarding Media General, Meredith
and the combined company that are forward-looking, including
projections as to the anticipated benefits of the proposed
transaction, the methods that will be used to finance the
transaction, the impact of the transaction on anticipated financial
results, the synergies from the proposed transaction, and the
closing date for the proposed transaction, are based on
management's estimates, assumptions and projections, and are
subject to significant uncertainties and other factors, many of
which are beyond the control of Media General and Meredith. In
particular, projected financial information for the combined
company is based on management's estimates, assumptions and
projections and has not been prepared in conformance with the
applicable accounting requirements of Regulation S-X relating to
pro forma financial information, and the required pro forma
adjustments have not been applied and are not reflected
therein. None of this information should be considered in
isolation from, or as a substitute for, the historical financial
statements of Media General or Meredith. Important risk factors
could cause actual future results and other future events to differ
materially from those currently estimated by management, including,
but not limited to: the timing to consummate the proposed
transaction; the risk that a condition to closing of the proposed
transaction may not be satisfied and the transaction may not close;
the risk that a regulatory approval that may be required for the
proposed transaction is delayed, is not obtained or is obtained
subject to conditions that are not anticipated; the combined
company's ability to achieve the synergies and value creation
contemplated by the proposed transaction; management's ability to
promptly and effectively integrate the businesses of the two
companies; the diversion of management time on transaction-related
issues; 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 Meredith, volatility in programming costs, the
effects of governmental regulation of broadcasting, industry
consolidation, technological developments and major world news
events.
For more discussion of important risk factors that may
materially affect Media General, Meredith and Meredith Media
General, please see the risk factors contained in Media General's
Annual Report on Form 10-K for its fiscal year ended December 31, 2014 and Meredith's Annual Report on
Form 10-K for its fiscal year ended June 30,
2015, both of which are on file with the SEC. You should
also read Meredith's and Media General's Quarterly Report on Form
10-Q for the quarter ended September
30, 2015. Except as specifically noted, information
on, or accessible from, any website to which this website contains
a hyperlink is not incorporated by reference into this website and
does not constitute a part of this website.
No assurances can be given that any of the events anticipated by
the forward-looking statements will transpire or occur, or if any
of them do occur, what impact they will have on the results of
operations, financial condition or cash flows of Media General,
Meredith or the combined company. None of Media General,
Meredith nor Meredith Media General assumes any duty to update or
revise forward-looking statements, whether as a result of new
information, future events or otherwise, as of any future date.
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SOURCE Meredith Corporation