DES MOINES, Iowa, Nov. 30, 2021 /PRNewswire/ -- Meredith
Corporation (NYSE: MDP) announced its pending $2.825 billion acquisition by Gray Television
Inc. received shareholder approval at a special shareholder meeting
held earlier today. Meredith expects to file a Form 8-K tomorrow
disclosing the full voting results of the special meeting.
Immediately prior to the Gray acquisition close, Meredith will
spin its digital, magazine, MNI, PEOPLE TV, and corporate
operations out to its shareholders as a new company, Meredith
Holdings Corp., that IAC's Dotdash has agreed to acquire for
$2.7 billion.
Both transactions are expected to close on December 1, 2021, each subject to the
satisfaction of the other terms and conditions of the applicable
merger agreement and the completion of the spin-off of Meredith
Holdings Corp.
Cautionary Statement Regarding Forward-Looking
Statements
This release contains certain forward-looking statements, as
defined in the Private Securities Litigation Reform Act of 1995,
that are subject to risks and uncertainties. These statements are
based on management's current knowledge and estimates of factors
affecting Meredith Corporation ("Meredith" or the "Company") and
its operations. Statements in this release that are forward-looking
include, but are not limited to, statements related to the proposed
mergers, distribution and spin-off, the anticipated timing of the
transactions, anticipated purchase price for each transaction and
expected 8-K filing for voting results. Forward-looking statements
can be identified by words such as may, should, expects, provides,
anticipates, assumes, can, will, meets, could, likely, intends,
might, predicts, seeks, would, believes, estimates, plans,
continues, guidance, or outlook, or variations of these words or
similar expressions.
Actual results may differ materially from those currently
anticipated. Factors that could cause actual results to differ
materially from those projected in the forward-looking statements
include the following: market conditions; the impact of the
COVID-19 pandemic; the parties' ability to consummate the proposed
mergers and spin-off; the conditions to the completion of the
transactions; the parties' ability to meet expectations regarding
the timing, completion and accounting and tax treatments of the
transactions; potential inability to retain key employees; the
ability to obtain financing on the expected terms; changes in
interest rates; the consequences of acquisitions and/or
dispositions; and Meredith's ability to comply with the terms of
its debt financing; and market conditions. Additional information
concerning these and other risk factors can be found in Meredith,
Gray Television Inc.'s ("Gray") and IAC/InterActiveCorp's ("IAC"),
parent company of Dotdash Media Inc. (f/k/a About, Inc.)
("Dotdash"), filings with the SEC, which are available on the SEC's
website at www.sec.gov. Such risk factors may be amplified by the
COVID-19 pandemic and its potential impact on the Company's
business and the global economy. Meredith, Meredith Holdings
Corporation, Gray, and IAC assume no obligation to update or revise
publicly the information in this communication, whether as a result
of new information, future events or otherwise, except as otherwise
required by law. Readers are cautioned not to place undue reliance
on these forward-looking statements that speak only as of the date
hereof.
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SOURCE Meredith Corporation