Actionable news
All posts from Actionable news
Actionable news in MEG: MEDIA GENERAL Inc,

Prospectuses and communications, business combinations

style="FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman, Times, serif; MARGIN-LEFT: 10px; MARGIN-RIGHT: 10px">

Filing under Rule 425 under the Securities Act of 1933 and

deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934

Filing by: Media General, Inc.

Media General, Inc. issued the following press release on November 16, 2015:

Media General to Engage in Negotiations with Nexstar

Richmond, VA – November 16 , 2015 – Media General, Inc. (NYSE: MEG; ) (“Media General” or the “Company”) today announced that its Board of Directors, after careful review and consideration, and in consultation with its independent legal counsel and financial advisors, has unanimously determined to engage in negotiations with Nexstar Broadcasting Group, Inc. (Nasdaq: NXST) (“Nexstar”) regarding the non-binding, unsolicited proposal from Nexstar to acquire all of the outstanding common stock of Media General in cash and stock (the “Proposal”). This followed the Board reaching the determination under the Company’s definitive merger agreement with Meredith Corporation (NYSE: MDP; ) (the “Meredith Agreement”) that allows the Company to explore a potential transaction and negotiate with a third party making an acquisition proposal.

Media General also informed Nexstar that its Board unanimously rejected the Proposal, as currently constructed, as the Board believes the Proposal significantly undervalues Media General and its prospects. Among other matters, the Proposal substantially discounts Media General’s standalone growth prospects, ignores the significant asset value embedded in Media General’s excess spectrum that can be monetized via the upcoming Broadcast Auctions, and does not reflect an equitable share of the synergies outlined in the Proposal made by Nextstar. Media General and its advisors intend to engage in private negotiations with Nexstar and note that there are no guarantees that these negotiations will result in a transaction with Nexstar.

Consistent with the terms of the Meredith Agreement, Media General has provided written notice to Meredith of the Board’s determination. As previously announced on September 8, 2015, Media General entered into a definitive merger agreement with Meredith under which Media General will acquire all of the outstanding common stock of Meredith in a cash and stock transaction. The Board of Directors of Media General continues to recommend the proposed transaction with Meredith.

RBC Capital Markets, LLC and Goldman, Sachs & Co. are acting as...