SBGI News & Events

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."

Sinclair (SBGI) made the following statement in response to The E.W. Scripps Company's (SSP) rejection of the company's proposal for a potential combination with Scripps: "We are disappointed that despite Scripps encouraging Sinclair to make a proposal, Scripps' board rejected the proposal without engaging. Our proposal was based on previous discussions and was responsive to concerns about Scripps' communities, employees and shareholders. It delivers significant strategic and financial benefits for both companies and all shareholders and represents a substantial premium over both Scripps' unaffected and current share price. We call on Scripps to engage with us regarding our proposal. We believe Scripps' shareholders deserve a full and fair evaluation of this opportunity."

E.W. Scripps (SSP) board of directors has unanimously decided to reject the unsolicited acquisition proposal submitted by Sinclair (SBGI) on Nov. 24 to acquire all of the outstanding shares of Scripps that it does not already own for $7 per share in a mix of cash and stock. The Scripps board determined that Sinclair's offer is not in the best interests of the company and its shareholders. Kim Williams, the chair of Scripps' board, said, "The board is committed to acting in the best interests of all Scripps shareholders as well as the company's employees and the many communities and audiences it serves across the United States. After careful consideration, Scripps' board determined that Sinclair's unsolicited acquisition proposal is not in the best interests of Scripps and its shareholders. The board nonetheless remains open to evaluating opportunities to enhance shareholder value and will continue to consider any course of action, including any acquisition proposal, that is in the best interest of all shareholders."

The E.W. Scripps Company (SSP) announced that it received an unsolicited acquisition proposal from Sinclair, Inc. (SBGI). Scripps shareholders do not need to take any action at this time. Consistent with its fiduciary duties and in consultation with its legal and financial advisors, the company's board of directors will carefully review and evaluate any proposals, including the unsolicited Sinclair proposal, to determine the course of action that it believes is in the best interests of the company and all of its shareholders as well as its employees and the many communities and audiences it serves across the United States. The company does not intend to comment further on Sinclair's unsolicited proposal until the board has completed its review.