Media General, Inc. announced Wednesday a definitive merger agreement under which Media General will acquire all of the outstanding common stock of Meredith in a cash and stock transaction currently valued at approximately $2.4 billion to create a powerful new multiplatform and diversified media company to be known as Meredith Media General.
Under the terms of the agreement, Meredith shareholders will receive cash and stock valued at $51.53 per share, which represents a 12 percent premium to Meredith’s closing stock price on September 4, 2015. Both classes of Meredith stock, Common Stock and Class B Common Stock, will receive the same consideration per share. Based on Meredith’s net debt balance of $772 million at June 30, 2015, the transaction enterprise value is approximately $3.1 billion.
Media General has formed a new holding company, which after closing will be named Meredith Media General. Media General shareholders will receive one share of the new holding company for each share of Media General they own upon closing. Meredith shareholders will receive $34.57 in cash and 1.5214 shares of the new holding company for each share of Meredith they own upon closing. Upon the closing of the transaction, Media General shareholders will own approximately 65 percent and Meredith shareholders will own approximately 35 percent of the fully-diluted shares of Meredith Media General.
Upon the closing, the Board of Directors will consist of 12 directors, eight appointed by Media General and four appointed by Meredith. J. Stewart Bryan III, current Media General chairman, will be chairman of Meredith Media General.
Stephen M. Lacy will lead Meredith Media General as chief executive officer and president. Joseph H. Ceryanec will be the chief financial officer. The balance of Meredith Media General’s senior management team will be a combination of the two existing executive teams. The company will maintain corporate and executive offices in Des Moines and Richmond. Meredith Media General will be incorporated in Virginia.
Meredith Media General will be well positioned to grow in a rapidly consolidating and evolving media industry, the company stated. It will use its strong financial profile to deliver substantial value to shareholders, customers and employees. This financial profile includes:
Meredith Media General will boast a portfolio of best-in-class media platforms including:
- Third-largest local television station owner, initially with 88 television stations across 54 markets that reach 30 percent – or approximately 34 million – U.S. TV households. It will include 40 Big Four network-affiliated TV stations located in the Top 75 DMAs. Stations in six markets will be swapped or otherwise divested in order to address regulatory considerations. These markets are Portland, Or.; Nashville, Tenn.; Hartford-New Haven, Conn.; Greenville-Spartanburg, SC-Asheville, NC; Mobile, Ala.-Pensacola, Fla.; and Springfield, Mass. To the extent that the company is able to successfully execute swaps, as opposed to outright sales, it will further enhance the combined company’s size and scale. Moelis & Company has been retained to manage the process of divesting stations in overlapping markets to facilitate regulatory approval.
- Leading multiplatform national media brands with a top female reach of 100 million unduplicated American women and over 60 percent of U.S. Millennial women. These category-leading brands include Better Homes and Gardens, Allrecipes, Parents and Shape.
- A powerful digital platform reaching over 200 million monthly unique visitors via a combination of leading national and local consumer sites and business-to-business digital capabilities in key growth sectors such as content, mobile, social, video, and native advertising. Digital revenues are expected to exceed $500 million in the first full year of operations post-closing.
- Diverse revenue streams including a Top 3 global brand licensing program and leading marketing services agencies.
The transaction has been approved by the Boards of Directors of Media General and Meredith. The transaction is subject to approval of Media General and Meredith shareholders as well as customary closing conditions and regulatory approvals, including approval by the Federal Communications Commission and clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to close by June 30, 2016.
Source: Meredith Corporation