[December 24, 2014] |
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Media General Announces Results of Merger Consideration Elections of LIN Media Shareholders
Media General, Inc. (NYSE:MEG), one of the nation's largest multimedia
companies, announced on December 19, 2014 that it had closed its merger
with LIN Media LLC.
In connection with the merger, the former shareholders of LIN Media had
the option to make an election to receive either $25.97 in cash or
1.4714 shares of voting common stock of Media General, subject to
pro-ration in accordance with the terms of the merger agreement, in
exchange for their shares of LIN Media. Because the cash consideration
was oversubscribed, all LIN Media shareholders who made an election to
receive cash consideration for their LIN Media shares will have the cash
consideration pro-rated, and a portion of the cash consideration
otherwise payable in respect of those shares will be substituted with
shares of voting common stock of Media General.
Based on the final results of the elections made by LIN Media's
shareholders:
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LIN Media shareholders elected to receive cash consideration in
respect of 46,756,841, or approximately 81.4%, of the outstanding LIN
Media shares. As a result of the pro-ration mechanism reflected in the
merger agreement, LIN Media shareholders will receive $16.32 in cash
and 0.5468 shares of voting common stock of Media General for each LIN
Media share for which a cash election was made;
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LIN Media shareholders elected to receive share consideration in
respect of 8,748,299, or aproximately 15.2%, of the outstanding LIN
Media shares. Because the share consideration was not oversubscribed,
in accordance with the merger agreement, LIN Media shareholders will
receive 1.4714 shares of voting common stock of Media General for each
LIN Media share for which a share election was made; and
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LIN Media shareholders made no election in respect of 1,902,448, or
approximately 3.3%, of outstanding LIN Media shares. In accordance
with the terms of the merger agreement, LIN Media shareholders will
receive 1.4714 shares of voting common stock of Media General for each
LIN Media share for which no election was made.
Pursuant to the merger agreement, fractional shares of voting common
stock of Media General will be paid in cash based on a $16.32 price per
share of Media General voting common stock (based on the average daily
volume weighted average price of the Media General voting common stock
over the five trading days ending on December 18, 2014).
In the merger, Media General is issuing a total of approximately
41,239,715 shares of voting common stock and paying approximately $763
million in cash to the former LIN Media shareholders.
About Media General
Media General is one of the nation's largest multimedia companies that
operates or services 71 television stations in 48 markets along with the
industry's leading digital media business. We offer consumers and
advertisers premium quality entertainment and information, content and
distribution on every screen. Our robust portfolio of broadcast, digital
and mobile products informs and engages 23% of U.S. TV households
and 43% of the U.S. Internet audience.
Media General has the industry's largest and most diverse digital media
business with a growing portfolio that includes LIN Digital, LIN Mobile,
HYFN, Dedicated Media, Federated Media and BiteSizeTV. We
deliver integrated digital marketing solutions utilizing our comScore (News - Alert)
Top 15 Video and Top 25 Display market share, as well as the latest in
content marketing, video, display and mobile advertising solutions,
social intelligence and reporting across all screens. With unmatched
local-to-national reach, Media General is a one-stop-shop for agencies
and brands that want to effectively and efficiently reach their target
audiences on all screens.
Media General trades on the NYSE under the symbol "MEG". For more
information, visit www.mediageneral.com.
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