Sinclair Makes Hostile Offer to Acquire E.W. Scripps for Over $580 Million
- Acquisition Proposal: Sinclair has made a hostile offer to acquire E.W. Scripps at $7 per share, valuing the deal at over $580 million, aiming to enhance market competitiveness despite facing governance and cultural challenges.
- Market Consolidation Need: Amid declining traditional TV viewership, companies like Sinclair and Nexstar are eager to merge to cut duplicate costs and strengthen negotiating power against rising streaming competition.
- Regulatory Hurdles: Sinclair's acquisition plan may be impacted by the FCC's current 39% coverage limit, although Sinclair believes its deal will gain regulatory approval, while Nexstar's Tegna deal faces greater risks.
- Shareholder Rights Plan: In response to Sinclair's acquisition proposal, Scripps has adopted a
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- Transformation Goals: E.W. Scripps aims to achieve annual enterprise EBITDA growth of $125 million to $150 million by 2028 through technology-driven cost savings and revenue growth measures, intending to enhance overall operational efficiency.
- Technology Utilization: The company plans to leverage artificial intelligence to optimize news gathering processes, alleviating administrative burdens on journalists, thereby allowing them to focus more on reporting and improving news quality and responsiveness.
- Financial Outlook: Scripps expects its financial performance in 2026 to be bolstered by significant events such as midterm elections and the Winter Olympics, further solidifying its advertising revenue in the local broadcast market.
- Industry Challenges: In the face of challenges within the traditional broadcasting sector, Scripps rejected a merger proposal from Sinclair, emphasizing sustainable growth through smaller transactions and internal restructuring, demonstrating a commitment to innovation in a competitive market.
- Earnings Release Schedule: Sinclair, Inc. will report its Q4 2025 earnings at 4:00 p.m. ET on February 25, 2026, followed by a conference call at 4:30 p.m. ET, expected to provide key financial data and future outlook.
- Conference Call Participation: Participants must dial 888-506-0062 and enter code 752142 at least two minutes prior to the start time to ensure smooth access, with media members allowed to join in listen-only mode.
- Live Webcast and Replay: The conference call will be webcast live on Sinclair's website, with a replay available exclusively on the site after the call, ensuring investors and media can access relevant information at their convenience.
- Information Access Channels: Sinclair regularly uses its website to disseminate important information, allowing investors to access press releases and non-GAAP reconciliations at www.sbgi.net, enhancing transparency and ease of information retrieval.

- Clear Acquisition Intent: Sinclair has reiterated its willingness to engage in merger discussions with E.W. Scripps, but Scripps has refused to communicate with its largest shareholder, indicating a strained relationship that may hinder future collaboration.
- Rejection of Acquisition Offer: Scripps rejected Sinclair's $7 per share cash and stock offer last month, indicating a preference for executing its standalone plan, which may prompt Sinclair to adopt more aggressive strategies moving forward.
- Shareholder Structure Impact: Sinclair has held over an 8% stake in Scripps since November, and may initiate a proxy fight for board seats, intensifying competition and confrontation between the two companies.
- Ongoing Business Review: Sinclair also stated that its strategic review of its broadcast business and the separation of Ventures will continue, indicating that the company is seeking internal optimization and strategic adjustments beyond the acquisition attempts.
- IPO Performance: Newsmax went public on March 31, 2025, via Regulation A+, with shares surging over eightfold on the first day to $83.51 and rising another 179% the next day, but now trades at $9, indicating severe market valuation concerns.
- Valuation Imbalance: With a current market cap of $1.1 billion and an enterprise value of approximately $1.05 billion, Newsmax's projected revenue of $206 million next year results in a forward EV/sales ratio of 5.1, significantly higher than peers like Fox Corp and Sinclair, which trade at 2 and 1.45, respectively.
- Bleak Profit Outlook: Although Newsmax is a smaller, faster-growing company, its projected growth rate for next year is only 13.8%, and analysts expect it to reach near breakeven profitability by 2027, with earnings per share of just $0.12 in 2028, highlighting long-term profitability uncertainties.
- Limited Acquisition Potential: While Newsmax could leverage its high stock price for stock-based acquisitions of smaller, profitable competitors, there are currently no clear plans, and investors should remain cautious until valuations become more reasonable.
- Price Decline: Since its IPO in March 2025, Newsmax's stock has plummeted from an initial $83.51 to just $9, reflecting market concerns over its profitability and growth prospects, which has led to diminished investor confidence.
- Valuation Imbalance: With a market cap of $1.18 billion and an enterprise value of approximately $1.05 billion, Newsmax's forward EV/sales ratio stands at 5.1, significantly higher than competitors like Fox Corp at 2 and Sinclair at 1.45, indicating a persistent overvaluation.
- Bleak Profit Outlook: Analysts project revenue of $206 million for next year with a modest growth rate of 13.8%, and expect the company to reach near breakeven profitability only by 2027, with earnings per share of just $0.12 in 2028, highlighting long-term uncertainty in profitability.
- Limited Acquisition Potential: While Newsmax could leverage its high valuation for stock-based acquisitions, the lack of a clear strategic direction raises concerns; without rapid profitability, the stock may face further downward pressure, suggesting investors should remain cautious.

M&A Activity Overview: Despite high-profile megadeals in 2025, overall U.S. mergers and acquisitions (M&A) activity saw a decline in transaction volume compared to the previous year, with approximately 13,900 deals recorded, down from 15,940 in 2024.
Impact of Economic Factors: The sluggishness in dealmaking was attributed to tariff uncertainties, high interest rates, and a complex regulatory environment under the Trump administration, which created a cautious atmosphere among executives and bankers.
Sector-Specific Trends: While deal value increased significantly due to large transactions, middle-market deal volume remained low, particularly in the automotive and retail sectors, which faced challenges from tariffs and changing consumer dynamics.
Future Outlook: As the year progressed, there was a resurgence in deal activity, particularly in the banking sector, with expectations for a more active M&A landscape in 2026, driven by a more favorable regulatory environment and ongoing consolidation trends.







