Board of Directors and Executive Officers
Appointed To Lead Company Post-Merger
Media General, Inc. (NYSE:MEG) and LIN Media LLC (NYSE:LIN)
announced that, at separate meetings today, their respective
shareholders approved the proposed merger of the two companies.
Upon closing of the transaction, the merged company will retain
the Media General name and remain headquartered in Richmond, VA.
The new Media General common stock will be listed on the NYSE and
trade under the symbol MEG, subject to NYSE approval of the listing
of the new shares.
The transaction is subject to customary closing conditions,
including the approval of the Federal Communications Commission,
clearance under the Hart-Scott-Rodino Antitrust Improvements Act
and certain third-party consents.
Upon closing of the transaction, Vincent L. Sadusky, LIN Media’s
President and Chief Executive Officer, will become President and
Chief Executive Officer of the new Media General. J. Stewart Bryan
III will continue to serve as Chairman of the Board. Additional
board members will include: Diana F. Cantor, Royal W. Carson III,
H.C. Charles Diao, Dennis J. FitzSimons, Soohyung Kim, Douglas W.
McCormick, John R. Muse, Wyndham Robertson and Thomas J. Sullivan.
Four of the directors were designated from LIN Media and seven from
Media General.
Media General also announced that, upon closing of the
transaction, the executive officers reporting to Mr. Sadusky will
be James F. Woodward, Senior Vice President and Chief Financial
Officer; Deborah A. McDermott, Senior Vice President and Chief
Operating Officer; Robert S. Richter, Senior Vice President and
Chief Digital Officer; and Andrew C. Carington, Vice President,
General Counsel and Secretary.
The integration planning teams, co-led by senior leaders of both
companies, have been working diligently for the past several months
to ensure business continuity, synergy attainment, and customer and
talent retention. These teams have developed detailed work plans
for their functional areas and based on their integration planning
work to date, as well as the substantial progress made to obtain
all required regulatory approvals, the companies reaffirm
confidence in their ability to realize approximately $70 million of
annual run-rate synergies within three years, and expect to close
on the transaction in the fourth quarter of 2014.
Media General Chairman Bryan said, “Today’s votes were an
important milestone that brings us one step closer to finalizing
the merger. We are pleased by the support of our shareholders,
which confirms our confidence in the significant value that this
business combination will create for our investors.”
Douglas W. McCormick, Chairman of the Board of LIN Media, said,
"Our shareholders’ approval reinforces the compelling logic
underpinning the merger of two successful broadcasters into one
financially strong organization that will create opportunities to
deliver even greater shareholder value and profitable growth.”
George L. Mahoney, President and Chief Executive Officer of
Media General, said, “I am extremely pleased with the progress we
are making in our integration planning, which will ensure a smooth
transition for all of our shareholders. Filling key leadership
positions is a significant achievement that paves the way to
designing an operating model and organizational structure that will
position Media General for success well into the future.”
Vincent L. Sadusky, President and Chief Executive Officer of LIN
Media, said, “This announcement is an important step on the
critical path to ensuring the company is prepared to hit the ground
running once we receive the necessary regulatory approvals. After
the merger is complete, we will have one of the strongest
leadership teams in the industry. Their expertise and dedication
gives me even more confidence that we will deliver on our promise
to build a stronger, more efficient company that will compete
effectively in the rapidly evolving media landscape.”
Transaction Details
On March 21, 2014, Media General and LIN Media announced a
definitive merger agreement that will create the second largest
pure-play television broadcasting company in the U.S. An amendment
to the merger agreement was announced on August 20, 2014. Under the
terms of the amended agreement, the shareholders of LIN Media will
now either receive $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 Media shareholders is $763 million. Media
General shareholders will receive one share of the new holding
company for each share of Media General that they own upon
closing.
Also on August, 20, 2014, Media General entered into definitive
agreements with multiple buyers to divest certain of its and LIN
Media’s television stations in five markets in order to address
regulatory considerations related to the business combination of
Media General and LIN Media. In addition, Media General has agreed
to acquire two stations in Colorado Springs and one station in
Tampa from Sinclair Broadcast Group.
Upon closing of the transaction, Media General will own and
operate or service 71 stations across 48 markets, reaching 27.6
million or 24% of U.S. television households. In addition to the
websites associated with each TV station, Media General’s digital
media portfolio will include LIN Digital, LIN Mobile, Dedicated
Media, HYFN and Federated Media.
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
owns or operates 32 network-affiliated broadcast television
stations and their associated digital media and mobile platforms,
in 29 markets. These stations reach 17.2 million or nearly 15% of
U.S. TV homes. Seventeen of the 32 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. In September 2014, Media General
acquired WHTM-TV in Harrisburg, PA.
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, along with 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 growing digital
media portfolio helps agencies and brands effectively and
efficiently reach their target audiences at scale by utilizing its
ComScore Top 15 Video and Top 25 Display market share, and the
latest in conversational marketing, video, display, mobile, social
intelligence and monetization, as well as reporting across all
screens.
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 will occur as
currently contemplated, or at all, or that the expected benefits
from the transaction 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, 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.
For Media General:Lou Anne J. NabhanVice President, Corporate
Communications804-887-5120lnabhan@mediageneral.comorFor LIN
Media:Courtney GuertinCorporate
Communications401-457-9501courtney.guertin.@linmedia.com
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