Media General, Inc. and LIN Media LLC 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.
