Media General, LIN Media Shareholders Approve Merger

(RTTNews) - Media General, Inc. (MEG) and LIN Media LLC (LIN) said Monday that their respective shareholders have approved the proposed merger of the two companies.

Upon closing of the deal, the merged company will retain the Media General name and remain headquartered in Richmond, Virginia. The new Media General common stock will be listed on the NYSE and trade under the symbol MEG.

The deal is subject to customary closing conditions, including the approval of the Federal Communications Commission, clearance under the Hart-Scott-Rodino Antitrust Improvements Act and certain third-party consents.

Upon closing of the deal, Vincent Sadusky, LIN Media's President and Chief Executive Officer, will become President and Chief Executive Officer of the new Media General. J. Stewart Bryan III will continue to serve as Chairman of the Board. Additional board members will include: Diana Cantor, RoyalCarson III, H.C. Charles Diao, Dennis FitzSimons, Soohyung Kim, Douglas McCormick, John Muse, Wyndham Robertson and Thomas Sullivan. Four of the directors were designated from LIN Media and seven from Media General.

Media General also said that, upon closing of the deal, the executive officers reporting to Sadusky will be James Woodward, Senior Vice President and Chief Financial Officer; Deborah McDermott, Senior Vice President and Chief Operating Officer; Robert Richter, Senior Vice President and Chief Digital Officer; and Andrew Carington, Vice President, General Counsel and Secretary.

On March 21, 2014, Media General and LIN Media announced a definitive merger agreement that will create the second largest pure-play television broadcasting company in the U.S. An amendment to the merger agreement was announced on August 20, 2014. Under the terms of the amended agreement, the shareholders of LIN Media will now either receive $25.97 in cash or 1.4714 shares of the new holding company, subject to proration. The maximum cash amount that will be paid to the LIN Media shareholders is $763 million. Media General shareholders will receive one share of the new holding company for each share of Media General that they own upon closing.

Also on August, 20, 2014, Media General entered into definitive agreements with multiple buyers to divest certain of its and LIN Media's television stations in five markets in order to address regulatory considerations related to the business combination of Media General and LIN Media. In addition, Media General has agreed to acquire two stations in Colorado Springs and one station in Tampa from Sinclair Broadcast Group.

Upon closing of the deal, Media General will own and operate or service 71 stations across 48 markets, reaching 27.6 million or 24% of U.S. television households.