12 Mar Tribune Media Company Stockholders Approve Nexstar Merger
NEW YORK, NY, March 12, 2019–Tribune Media Company (the “Company”) (NYSE: TRCO) announced that at a special meeting held today, the stockholders of the Company voted overwhelmingly to approve the Company’s previously announced acquisition by Nexstar Media Group, Inc. (“Nexstar”).
More than 95 percent of the votes cast by the Company’s Class A common stockholders and Class B common stockholders, voting as a single class, entitled to vote at the special meeting, voted to approve the merger, which represents approximately 73 percent of the shares of the Company’s Class A common stock and Class B common stock outstanding as of the special meeting record date. The Company will file a Form 8-K disclosing the full voting results.
“We’re extremely pleased with today’s vote,” said Peter Kern, Tribune Media Company’s chief executive officer. “It confirms that our stockholders clearly recognize the significant value we expect to be delivered by this merger. We look forward to continuing our work with Nexstar to obtain the necessary regulatory approvals that will enable us to close this transaction later this year.”
Tribune Media Company (NYSE: TRCO) is home to a diverse portfolio of television and digital properties driven by quality news, entertainment and sports programming. Tribune Media is comprised of Tribune Broadcasting’s 42 owned or operated local television stations reaching approximately 49 million households, national entertainment cable network WGN America, whose reach is more than 75 million households, Tribune Studios, and a variety of digital applications and websites commanding 49 million monthly unique visitors online. Tribune Media also includes Chicago’s WGN-AM, the national multicast networks Antenna TV and THIS TV and Covers Media Group, an unrivaled source of online sports betting information. Additionally, the Company owns and manages a significant number of real estate properties across the U.S. and holds a variety of investments, including a 31% interest in Television Food Network, G.P., which operates Food Network and Cooking Channel. For more information please visit www.tribunemedia.com.
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Certain statements and information in this communication may be deemed to be “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to the Company’s and Nexstar’s anticipated financial performance, objectives, plans and strategies, and all statements (other than statements of historical facts) that address activities, events or developments that the Company and Nexstar intend, expect, project, believe or anticipate will or may occur in the future. These statements are often characterized by terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions, and are based on assumptions and assessments made by the Company’s management in light of their experience and their perception of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate. The Company undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance. Whether actual results will conform to expectations and predictions is subject to known and unknown risks and uncertainties, including: risks and uncertainties discussed in the proxy statement and other reports that the Company has filed with the SEC; general economic, market, or business conditions; risks associated with the ability to consummate the business combination between the Company and Nexstar and the timing of the closing of the business combination; the risk that a regulatory approval that may be required for the merger is delayed, is not obtained or is obtained subject to conditions that are not anticipated; pricing fluctuations in local and national advertising; future regulatory actions and conditions in the television stations’ operating areas; competition from others in the broadcast television markets; volatility in programming costs; the ability to successfully integrate the Company’s and Nexstar’s operations and employees; the ability to realize anticipated benefits and synergies of the business combination; the potential impact of announcement of the business combination or consummation of the transaction on relationships, including with employees, customers and competitors; and other circumstances beyond the Company’s and Nexstar’s control. You should not place undue reliance on these forward-looking statements. For more details on factors that could affect these expectations, please see the Company’s filings with the SEC, including the proxy statement.