SILVER SPRING, Md.,
March 2, 2018 /PRNewswire/ -- Discovery Communications, Inc.
(Nasdaq: DISCA, DISCB, DISCK) ("Discovery") today announced that it
has elected to exercise in full the cash top-up option pursuant to
the Agreement and Plan of Merger, dated as of July 30, 2017, by and among Scripps Networks
Interactive, Inc. ("Scripps"), Discovery and Skylight Merger Sub,
Inc. (the "Merger Agreement").
As of the close of trading on March 1, 2018 (the trading
day three trading days prior to March 6, 2018, the anticipated
closing date of the merger), the volume weighted average price of
the Discovery Series C common stock on the NASDAQ Global Select
Market measured cumulatively over the 15 trading days ending on
(and including) the third trading day prior to the completion of
the merger was $22.8471.
Therefore, assuming the closing of the merger on the
anticipated closing date, the Scripps merger consideration will
consist of (i) for Scripps shareholders electing the mixed
consideration or not making an election, $65.82 in cash and 1.0584 shares of Discovery
Series C common stock for each Scripps share, (ii) for Scripps
shareholders electing the cash consideration, $90.00 in cash for each Scripps share and
(iii) for Scripps shareholders electing the stock
consideration, 3.9392 shares of Discovery Series C common stock for
each Scripps share, subject to the terms and conditions set forth
in the Merger Agreement including, in the case of Scripps
shareholders making the cash or stock election, the proration
procedures set forth in the Merger Agreement to the extent cash or
stock is oversubscribed.
About Discovery Communications:
Discovery
Communications (Nasdaq: DISCA, DISCB, DISCK) satisfies curiosity
and captivates superfans around the globe with a portfolio of
premium nonfiction, lifestyle, sports and kids content brands
including Discovery Channel, TLC, Investigation Discovery, Animal
Planet, Science and Turbo/Velocity, as well as OWN: Oprah Winfrey
Network in the U.S., Discovery Kids in Latin America, and Eurosport, the leading
provider of locally relevant, premium sports and Home of the
Olympic Games across Europe.
Available in more than 220 countries and territories, Discovery's
programming reaches 3 billion cumulative viewers, who together
consume 54 billion hours of Discovery content each year.
Discovery's offering extends beyond traditional TV to all screens,
including TV Everywhere products such as the GO portfolio and
Discovery Kids Play; over-the-top streaming services such as
Eurosport Player; digital-first and social video from Group Nine
Media; and virtual reality storytelling through Discovery VR. For
more information, please visit www.discoverycommunications.com.
Forward Looking Statements:
Certain statements and
information in this communication may be deemed to be
"forward-looking statements" within the meaning of the Federal
Private Securities Litigation Reform Act of 1995.
Forward-looking statements may include, but are not limited to,
statements relating to Discovery's and Scripps' objectives, plans
and strategies, and all statements (other than statements of
historical facts) that address activities, events or developments
that Discovery and Scripps intend, expect, project, believe or
anticipate will or may occur in the future. These statements
are often characterized by terminology such as "believe," "hope,"
"may," "anticipate," "should," "intend," "plan," "will," "expect,"
"estimate," "project," "positioned," "strategy" and similar
expressions, and are based on assumptions and assessments made by
Discovery's and Scripps' management in light of their experience
and their perception of historical trends, current conditions,
expected future developments, and other factors they believe to be
appropriate. Any forward-looking statements in this
communication are made as of the date hereof, and Discovery and
Scripps undertake no duty to update or revise any such statements,
whether as a result of new information, future events or
otherwise. Forward-looking statements are not guarantees of
future performance. Whether actual results will conform to
expectations and predictions is subject to known and unknown risks
and uncertainties, including: risks and uncertainties discussed in
the reports that Discovery and Scripps have filed with the SEC;
general economic, market, or business conditions; risks associated
with the ability to consummate the business combination between
Discovery and Scripps and the timing of the closing of the business
combination; 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; volatility in programming costs;
the ability to successfully integrate Discovery's and Scripps'
operations and employees; the ability to realize anticipated
benefits and synergies of the business combination; the potential
impact of announcement of the business combination or consummation
of the transaction on relationships, including with employees,
customers and competitors; and other circumstances beyond
Discovery's and Scripps' control. Refer to the section
entitled "Risk Factors" in Discovery's and Scripps' annual reports
filed with the SEC and in the Form S-4 filed by Discovery with the
SEC for a discussion of important factors that could cause actual
results, developments and business decisions to differ materially
from forward-looking statements.
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SOURCE Discovery Communications, Inc.