Sinclair Proposes 240% Premium Merger to E.W. Scripps
Sinclair (SBGI) filed with the SEC the full text of letters exchanged between the company and E.W. Scripps (SSP). Sinclair issued the following statement: "Over the last few weeks, Sinclair has continued to reinforce to Scripps its willingness to engage on a proposed Sinclair-Scripps combination. Scripps has refused the invitations to speak with its single largest shareholder and instead has stated its preference to execute its standalone plan. Our last proposal to Scripps represents a premium of more than 240% over Scripps' unadjusted share price, while the cash portion alone represents a 32.7% premium over the unadjusted share price. We believe this proposal is attractive to Scripps' shareholders and, at a minimum, is worthy of engagement. As we evaluate our options, the previously announced strategic review of Sinclair's Broadcast business and work related to the separation of Ventures will continue. Our Board and management team are committed to unlocking the full potential of both businesses and driving continued value creation for all Sinclair shareholders."
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- Investor Conference Schedule: Sinclair, Inc. will participate in two investor conferences in March 2026, namely the J.P. Morgan Global Leveraged Finance Conference and the Deutsche Bank 34th Annual Media, Internet and Telecom Conference, highlighting its commitment to investor engagement.
- Executive Participation: CFO Narinder Sahai will engage in a fireside chat at 3:00 PM ET during the J.P. Morgan conference, while CEO Chris Ripley and CFO Narinder Sahai will participate at 1:30 PM ET in the Deutsche Bank conference, enhancing direct interaction with investors.
- Live Webcasts Available: Live webcasts of both conferences will be publicly accessible and available for replay under the
- 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.








