CINCINNATI—The E.W. Scripps Co. has issued a statement saying that its board of directors has unanimously decided to reject an unsolicited proposal from Sinclair to acquire the company.
In November filings with the U.S. Securities and Exchange Commission, Sinclair reported that it had acquired a 9.9% stake in Scripps and was proposing to acquire the Cincinnati-based station group for about $7 per share in a mix of cash and stock.
On Nov. 26, Scripps responded with a limited-duration shareholder rights plan, a so-called poison pill that is often used to discourage takeovers.
Article continues belowOn Dec. 16, the station group reported that after a “careful review and evaluation in consultation with its financial and legal advisors, that Sinclair’s offer is not in the best interests of the company and its shareholders.”
Kim Williams, the chair of Scripps’ board, said: “The board is committed to acting in the best interests of all Scripps shareholders as well as the company’s employees and the many communities and audiences it serves across the United States. After careful consideration, Scripps’ board determined that Sinclair’s unsolicited acquisition proposal is not in the best interests of Scripps and its shareholders. The board nonetheless remains open to evaluating opportunities to enhance shareholder value and will continue to consider any course of action, including any acquisition proposal, that is in the best interest of all shareholders.”
Sinclair issued a statement in response: “We are disappointed that despite Scripps encouraging Sinclair to make a proposal, Scripps’ board rejected the proposal without engaging. Our proposal was based on previous discussions and was responsive to concerns about Scripps’ communities, employees and shareholders. It delivers significant strategic and financial benefits for both companies and all shareholders, and represents a substantial premium over both Scripps’ unaffected and current share price. We call on Scripps to engage with us regarding our proposal. We believe Scripps’ shareholders deserve a full and fair evaluation of this opportunity.”
Scripps said Morgan Stanley & Co. is acting as its financial adviser and Weil, Gotshal & Manges LLP as its legal adviser.
