[October 05, 2015] |
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Media General Retains Additional Independent Financial and Legal Advisors to Evaluate Nexstar Proposal
Media General, Inc. (NYSE: MEG; www.mediageneral.com)
("Media General" or the "Company") today announced that the Company's
Board of Directors, in consultation with its legal and financial
advisors, is carefully reviewing and considering the unsolicited
proposal from Nexstar Broadcasting Group, Inc. (Nasdaq: NXST)
("Nexstar"), received on September 28, 2015, to determine the course of
action that it believes is in the best interests of the Company and its
shareholders. The Board will complete its review in due course and will
advise shareholders of the outcome of its review at that time.
The Company also noted that it has retained Goldman, Sachs & Co. and
Weil, Gotshal & Manges LLP to assist the Board in its evaluation and
consideration of the Nexstar proposal. Goldman, Sachs & Co and Weil,
Gotshal & Manges LLP will work together with RBC Capital Markets and
Fried, Frank, Harris, Shriver & Jacobson LLP who will continue to serve
as financial and legal advisors to the Company.
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.
NO OFFER OR SOLICITATION
This communication is for informational purposes only and is neither an
offer to purchase, nor a solicitation of an offer to sell, any
securities or the solicitation of any vote in any jurisdiction pursuant
to the proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is not a solicitation of a proxy from any shareholder
of Media General, Inc. ("Media General"). In connection with the
Agreement and Plan of Merger by and among Media General, Montage New
Holdco, Inc. (to be renamed Meredith Media General Corporation after
closing) ("Meredith Media General"), Meredith and the other parties
thereto (the "Merger"), Media General and Meredith Media Geeral intend
to file relevant materials with the Securities and Exchange Commission
("SEC (News - Alert)"), including a Registration Statement on Form S-4 filed by
Meredith Media General that will contain a joint proxy
statement/prospectus. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT MEDIA GENERAL, MEREDITH, MEREDITH MEDIA
GENERAL AND THE MERGER. The Form S-4, including the joint proxy
statement/prospectus, and other relevant materials (when they become
available), and any other documents filed by Media General and Meredith
Media General with the SEC, may be obtained free of charge at the SEC's
web site at www.sec.gov.
The documents filed by Media General and Meredith Media General may also
be obtained for free from Media General's Investor Relations web site (http://www.mediageneral.com/investor/index.htm)
or by directing a request to Media General's Investor Relations contact,
Courtney Guertin, Director of Marketing & Communications, at
401-457-9501.
PARTICIPANTS IN THE SOLICITATION
Media General and its respective executive officers and directors may be
deemed to be participants in the solicitation of proxies from the
security holders of Media General in connection with the Merger.
Information about Media General's directors and executive officers is
available in Media General's definitive proxy statement, dated March 13,
2015, for its 2015 annual meeting of shareholders. Other information
regarding the participants and description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the
Form S-4 and the joint proxy statement/prospectus regarding the Merger
that Meredith Media General will file with the SEC when it becomes
available.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. You can
generally identify forward-looking statements by the use of
forward-looking terminology such as "anticipate," "believe," "continue,"
"could," "estimate," "expect," "explore," "evaluate," "intend," "may,"
"might," "plan," "potential," "predict," "project," "seek," "should," or
"will," or the negative thereof or other variations thereon or
comparable terminology. These forward-looking statements are only
predictions and involve known and unknown risks and uncertainties, many
of which are beyond Media General, Meredith and Meredith Media General's
control.
Statements in this press release regarding Media General that are
forward-looking are based on management's estimates, assumptions and
projections, and are subject to significant uncertainties and other
factors, many of which are beyond the control of Media General.
No assurances can be given that any of the events anticipated by the
forward-looking statements will transpire or occur Media General assumes
no duty to update or revise forward-looking statements, whether as a
result of new information, future events or otherwise, as of any future
date.
About Media General
Media General is one of the nation's largest connected-screen media
companies that operates or services 71 television stations in 48
markets, along with the industry's leading digital media business. Its
robust portfolio of broadcast, digital and mobile products informs and
engages 23 percent of U.S. TV households and more than two-thirds of the
U.S. Internet audience.
Media General has one of the industry's largest and most diverse digital
media businesses that includes LIN Mobile, Federated Media, HYFN,
Dedicated Media and BiteSizeTV, all under the LIN Digital banner. With
unmatched local-to-national reach and integrated marketing solutions,
Media General is a one-stop-shop for agencies and brands that want to
effectively and efficiently reach their target audiences across all
screens.
Media General trades on the NYSE under the symbol "MEG." For more
information, visit www.mediageneral.com.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151005006643/en/
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