Nexstar Proposal to Acquire Media General Now Valued at $15.70 Per
Share, 41% Premium to Media General’s Share Price on Day Prior to
Nexstar’s Offer
Nexstar Broadcasting Group, Inc. (Nasdaq:NXST) today commented on Media
General, Inc.’s (NYSE:MEG) announcement that it will enter into
negotiations regarding Nexstar’s proposal to acquire Media General. On
September 28, Nexstar submitted a proposal to acquire Media General for
$10.50 per share in cash and a fixed ratio of 0.0898 Nexstar shares per
Media General share. Nexstar’s proposal, based on its closing share
price on November 13, is currently valued at $15.70 per Media General
share, representing a premium of 41% over Media General’s closing stock
price on September 25.
“We are eager to move forward with discussions with Media General
regarding our proposal, while at the same time maintaining our financial
discipline. It is evident since our initial announcement that Media
General and Nexstar shareholders recognize the compelling strategic and
financial value that a Media General-Nexstar combination presents for
both companies and our respective shareholders,” said Perry Sook,
Chairman, President and CEO of Nexstar. “We are surprised that Media
General’s Board considers the value of our proposal to be inadequate
today, however, we are willing to engage with them to hear their
perspectives. We believe our proposal will deliver superior, immediate
and long-term value to Media General shareholders compared with any
alternatives available to the company.”
BofA Merrill Lynch is acting as financial advisor and Kirkland & Ellis
LLP is acting as legal counsel to Nexstar in connection with the
proposed transaction.
About Nexstar Broadcasting Group, Inc.
Nexstar Broadcasting Group is a leading diversified media company that
leverages localism to bring new services and value to consumers and
advertisers through its traditional media, digital and mobile media
platforms. Nexstar owns, operates, programs or provides sales and other
services to 107 television stations and related digital multicast
signals reaching 58 markets or approximately 18.0% of all U.S.
television households. Nexstar’s portfolio includes affiliates of NBC,
CBS, ABC, FOX, MyNetworkTV, The CW, Telemundo, Bounce TV, Me-TV, LATV,
RTV, Estrella, This TV, Weather Nation Utah, Movies! and News/Weather.
Nexstar’s community portal websites offer additional hyper-local content
and verticals for consumers and advertisers, allowing audiences to
choose where, when and how they access content while creating new
revenue opportunities.
Pro-forma for the completion of all announced transactions Nexstar will
own, operate, program or provides sales and other services to 112
television stations and related digital multicast signals reaching 59
markets or approximately 18.0% of all U.S. television households.
Additional Information
This communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. This communication relates to a
proposal which Nexstar Broadcasting Group, Inc. (“Nexstar”) has made for
a business combination transaction with Media General, Inc. (“Media
General”). In furtherance of this proposal and subject to future
developments, Nexstar (and, if a negotiated transaction is agreed, Media
General) may file one or more registration statements, prospectuses,
proxy statements or other documents with the U.S. Securities and
Exchange Commission (“SEC”). This communication is not a substitute for
any registration statement, prospectus, proxy statement or other
document Nexstar and/or Media General may file with the SEC in
connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS
OF NEXSTAR AND MEDIA GENERAL ARE URGED TO READ ANY REGISTRATION
STATEMENT, PROSPECTUS, PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH
THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Any definitive proxy statement (if and when available) will be mailed to
stockholders of Media General. Investors and security holders will be
able to obtain free copies of these documents (if and when available)
and other documents filed with the SEC by Nexstar or Media General
through the web site maintained by the SEC at http://www.sec.gov.
Certain Information Regarding Participants
Nexstar and certain of its directors and executive officers may be
deemed to be participants in any solicitation with respect to the
proposed transaction under the rules of the SEC. Security holders may
obtain information regarding the names and interests of Nexstar’s
directors and executive officers in Nexstar’s Annual Report on Form 10-K
for the year ended December 31, 2014, which was filed with the SEC on
March 2, 2015, and Nexstar’s proxy statement for the 2015 Annual Meeting
of Stockholders, which was filed with the SEC on April 24, 2015. These
documents can be obtained free of charge from the sources indicated
above. Additional information regarding the interests of participants in
any proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will also be included in
any proxy statement and other relevant materials to be filed with the
SEC if and when they become available.
Forward-Looking Statements
This communication includes forward-looking statements. We have based
these forward-looking statements on our current expectations and
projections about future events. Forward-looking statements include
information preceded by, followed by, or that includes the words
"guidance," "believes," "expects," "anticipates," "could," or similar
expressions. For these statements, Nexstar claims the protection of the
safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. The forward-looking statements
contained in this communication, concerning, among other things, the
ultimate outcome and benefits of any possible transaction between
Nexstar and Media General and timing thereof, and future financial
performance, including changes in net revenue, cash flow and operating
expenses, involve risks and uncertainties, and are subject to change
based on various important factors, including the possibilities that
Nexstar will not pursue a transaction with Media General and that Media
General will reject a transaction with Nexstar (or otherwise that no
transaction will be consummated), the impact of changes in national and
regional economies, our ability to service and refinance our outstanding
debt, successful integration of Media General (including achievement of
synergies and cost reductions), 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 Nexstar, volatility in
programming costs, the effects of governmental regulation of
broadcasting, industry consolidation, technological developments and
major world news events. Unless required by law, we undertake no
obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. In light of
these risks, uncertainties and assumptions, the forward-looking events
discussed in this communication might not occur. You should not place
undue reliance on these forward-looking statements, which speak only as
of the date of this release. For more details on factors that could
affect these expectations, please see our filings with the Securities
and Exchange Commission.
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