Nexstar reiterates Media General Buyout in Standoff with Meredith

Tuesday, Jan 12, 2016

Nexstar Broadcasting Group Inc. on Monday restated its commitment to buying Media General Inc., but didn’t raise the stakes in the three-way merger standoff with rival deal-seeker Meredith Corp.

Nexstar said it would “take all necessary actions to consummate a transaction that is clearly in the best interests of both Media General and Nexstar shareholders,” and added that federal regulators may be on its side.

On Thursday, Media General said it had negotiated a deal to be bought by Nexstar for about $2.3 billion, though that takeover would be contingent on the termination of its deal to merge with Meredith, which itself fired back with new terms for a merger.

Media General agreed to buy Meredith in September for about $2.4 billion in cash and stock amid consolidation in the U.S. broadcast industry. Later that month, Nexstar went public with an offer to buy Media General, and the two have been in advanced talks for weeks, according to people familiar with the matter.

On Monday, Nexstar Chief Executive Perry Sook said Nexstar and Media General expect to complete the deal “expeditiously.”

“Despite Meredith Corporation’s attempt to recast its proposed combination with Media General as a merger of equals, it is clear that Media General favors a transaction with Nexstar and shares our commitment to seeing it to fruition,” he said, pointing to a recent Media General filing which says Meredith’s proposed merger is “not competitive with Media General’s proposed transaction construct with Nexstar.”

Mr. Sook said Meredith’s continuing refusal to terminate its agreement won’t prevent Nexstar from continuing to pursue its deal with Media General.

“Based on inquiry with the Federal Communications Commission, we believe the Commission will continue to process applications during the spectrum auction, with the approval in ordinary course allowing for closing of approved transactions upon the FCC’s release of the Auction Results Public Notice or shortly thereafter,” he said.

Mr. Perry said if the Meredith-Media General deal is taken to a vote it would be struck down, and that Nexstar expects to sign an agreement with Media General as soon “as Media General shareholders vote down the transaction with Meredith” or earlier if Meredith and Media General terminate their merger agreement.

Shares of all three companies were inactive premarket.

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