DES MOINES, Iowa, Nov. 9, 2021 /PRNewswire/ -- Meredith
Corporation (NYSE: MDP) (the "Company" or "Meredith") announced
today that its Board of Directors has approved the distribution
(the "Distribution") of (i) one share of Meredith Holdings
Corporation ("New Meredith") common stock for each share of common
stock of the Company and (ii) one share of New Meredith class B
common stock for each share of class B stock of the Company held of
record as of November 19, 2021 (the
"Record Date").
The Distribution will effectuate the previously-announced
spin-off of the Company's national media group, which comprises its
digital and magazine businesses, the MNI and People TV businesses,
and corporate operations, from the Company's local media group. The
Distribution is currently anticipated to be made on December 1, 2021 and is subject to the terms and
conditions of the Gray Merger Agreement and the Separation and
Distribution Agreement referenced below.
Immediately following the Distribution, the Company (then
holding only the local media group) is expected to become a
subsidiary of Gray Television, Inc. ("Gray") pursuant to the
previously-announced Agreement and Plan of Merger, dated as of
May 3, 2021 (as amended, the "Gray
Merger Agreement"), by and among the Company, Gray, and Gray
Hawkeye Stations, Inc. (the "Gray Merger"). The consummation of the
Gray Merger is subject to certain closing conditions as provided in
the Gray Merger Agreement, including approval by the Company's
shareholders at a special meeting scheduled to be held on
November 30, 2021 and receipt of
approval from the Federal Communications Commission.
Holders of the Company's common stock and class B stock as of
the Record Date will not be required to take any action to
participate in the Distribution. The Distribution is subject to the
fulfillment or waiver of certain conditions, including each of the
conditions to consummation of the Gray Merger as provided in the
Gray Merger Agreement and each of the conditions to the
Distribution as provided in the related Separation and Distribution
Agreement. An information statement will be mailed to the Company's
shareholders regarding the terms of the Distribution. The
information statement is an exhibit to a registration statement on
Form 10 (File No. 001-40987) (the "Registration Statement") filed
by New Meredith with the U.S. Securities and Exchange Commission
(the "SEC") for the proposed Distribution. The Registration
Statement is subject to amendment and completion and has not yet
been declared effective by the SEC. Investors are encouraged to
read the information statement filed as Exhibit 99.1 to the
Registration Statement because it contains more complete
information about New Meredith and its separation from the Company,
as well as a description of the conditions that must be satisfied
in order to consummate the proposed Distribution.
As previously announced, following the consummation of the
Distribution and Gray Merger, New Meredith is expected to become a
subsidiary of Dotdash Media Inc. ("Dotdash") pursuant to the
Agreement and Plan of Merger, dated as of October 6, 2021 (the "Dotdash Merger Agreement"),
by and among the Company, New Meredith, Dotdash, Mercury Sub Inc.,
and IAC/InterActiveCorp ("IAC") (the "Dotdash Merger"). The
consummation of the Dotdash Merger is subject to receipt of certain
regulatory approvals and other closing conditions as provided in
the Dotdash Merger Agreement. If the conditions to completing the
Dotdash Merger have been satisfied, the Company currently expects
the Dotdash Merger to be consummated on the same day as, and
following completion of, the Distribution and Gray Merger. If the
Dotdash Merger is not completed on the same day as the Distribution
and Gray Merger, New Meredith will continue as a stand-alone,
publicly traded company until consummation of the Dotdash Merger
pursuant to the Dotdash Merger Agreement (and following any earlier
termination of the Dotdash Merger Agreement).
Cautionary Statement Regarding Forward-Looking
Statements
This release contains certain forward-looking statements, as
defined in the Private Securities Litigation Reform Act of 1995,
that are subject to risks and uncertainties. These statements are
based on management's current knowledge and estimates of factors
affecting the Company and its operations. Statements in this
release that are forward-looking include, but are not limited to,
statements related to the proposed merger, distribution and
spin-off and the timing of the transactions. Forward-looking
statements can be identified by words such as may, should, expects,
provides, anticipates, assumes, can, will, meets, could, likely,
intends, might, predicts, seeks, would, believes, estimates, plans,
continues, guidance, or outlook, or variations of these words or
similar expressions.
Actual results may differ materially from those currently
anticipated. Factors that could cause actual results to differ
materially from those projected in the forward-looking statements
include the following: receipt of and evaluation of additional
unsolicited proposals; market conditions; the impact of the
COVID-19 pandemic; the parties' ability to consummate the proposed
merger and spin-off; the conditions to the completion of the
transactions, including the receipt of approval of Meredith's
shareholders; the regulatory approvals required for the proposed
merger not being obtained on the terms expected or on the
anticipated schedule; the parties' ability to meet expectations
regarding the timing, completion and accounting and tax treatments
of the transactions; potential inability to retain key employees;
the ability to obtain financing on the expected terms; changes in
interest rates; the consequences of acquisitions and/or
dispositions; and Meredith's ability to comply with the terms of
its debt financing; and market conditions. Additional information
concerning these and other risk factors can be found in Meredith,
Gray and IAC's filings with the SEC, which are available on the
SEC's website at www.sec.gov. Such risk factors may be amplified by
the COVID-19 pandemic and its potential impact on the Company's
business and the global economy. Meredith, New Meredith, Gray, and
IAC assume no obligation to update or revise publicly the
information in this communication, whether as a result of new
information, future events or otherwise, except as otherwise
required by law. Readers are cautioned not to place undue reliance
on these forward-looking statements that speak only as of the date
hereof.
Additional Information and Where to Find It
This communication is not a solicitation of a proxy from any
shareholder of the Company. In connection with the proposed merger
and spin-off, the Company has filed relevant materials with the
SEC, including a proxy statement (File No. 001-05128) (the "Proxy
Statement"). In addition, New Meredith has filed the Registration
Statement with respect to its common stock. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THESE MATERIALS BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY, NEW MEREDITH, GRAY, IAC,
THE GRAY MERGER, THE DOTDASH MERGER AND THE SPIN-OFF. The Proxy
Statement and Registration Statement, and other relevant materials,
and any other documents filed by the Company, New Meredith, Gray
and IAC with the SEC, may be obtained free of charge at the SEC's
web site at www.sec.gov. The documents filed by the Company may
also be obtained for free from the Company's Investor Relations web
site (http://ir.meredith.com) or by directing a request to the
Company's Shareholder/Financial Analyst contact, Mike Lovell, Executive Director of Corporate
Communications, at 515-284-3622.
Participants in the Solicitation
The Company and Gray and their respective executive officers and
directors may be deemed to be participants in the solicitation of
proxies from the security holders of the Company in connection with
the proposed Gray Merger. Information about Gray's directors and
executive officers is available in Gray's definitive proxy
statement, dated March 25, 2021, for
its 2021 annual meeting of shareholders. Information about the
Company's directors and executive officers is available in the
Company's definitive proxy statement, dated October 27, 2021, for its 2021 annual meeting of
shareholders. Other information regarding the participants and
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the Proxy Statement and
the Registration Statement regarding the proposed Gray Merger,
Dotdash Merger and Distribution that the Company and New Meredith
have filed with the SEC.
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SOURCE Meredith Corporation