RICHMOND, VA. – Media General announced that its board of directors, in consultation with its legal and financial advisors, is reviewing and considering the unsolicited proposal from Nexstar Broadcasting Group, Inc., received Sept. 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 Sept. 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.
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 Sec. 10 of the Securities Act of 1933, as amended.
This communication is not a solicitation of a proxy from any shareholder of 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 Corp. after closing—Meredith and the other parties thereto, Media General and Meredith Media General intend to file relevant materials with the Securities and Exchange Commission, including a Registration Statement on Form S-4 filed by Meredith Media General that will contain a joint proxy statement/prospectus.
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.
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