DES MOINES, Iowa, Nov. 15, 2021 /PRNewswire/ -- Meredith
Corporation (NYSE: MDP) announced today that its pending
acquisitions by Gray Television Inc. and IAC's Dotdash Media Inc.
received key regulatory approvals.
First, the Federal Communications Commission has approved Gray's
acquisition of Meredith Corp., and Meredith will now seek the
transaction's approval at a November 30,
2021, special shareholder meeting. Immediately prior to the
Gray acquisition, Meredith will spin its digital, magazine, MNI,
PEOPLE TV, and corporate operations out to shareholders as a new
company, Meredith Holdings Corp., that Dotdash has agreed to
acquire.
Additionally, Meredith announced the waiting period under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976 for Meredith
Holdings' acquisition by Dotdash expired on November 12, 2021.
Meredith continues to expect both transactions to close on
December 1, 2021, subject to
shareholder approval of Gray's acquisition, and subject to the
satisfaction of the other terms and conditions of the merger with
Gray, as well as the spin-off of Meredith Holdings and its merger
with Dotdash.
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 Meredith Corporation ("Meredith" or 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
mergers and spin-off; the conditions to the completion of the
transactions, including the receipt of approval of Meredith's
shareholders with respect to the merger with Gray Television Inc.
("Gray"); 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/InterActiveCorp's ("IAC"), parent company of Dotdash
Media Inc. (f/k/a About, Inc.) ("Dotdash"), 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,
Meredith Holdings Corporation ("Meredith Holdings"), 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 Gray
merger and spin-off, the Company has filed relevant materials with
the U.S. Securities and Exchange Commission (the "SEC"), including
a proxy statement (File No. 001-05128) (the "Proxy Statement"). In
addition, Meredith Holdings has filed a registration statement on
Form 10 (File No. 001-40987) and a related information statement
(the "Registration Statement") with respect to the proposed
spin-off and distribution and its common stock. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, MEREDITH HOLDINGS,
GRAY, IAC, THE GRAY MERGER, THE DOTDASH MERGER AND THE SPIN-OFF AND
THE CONDITIONS THAT MUST BE SATISFIED TO COMPLETE THE TRANSACTIONS.
The Proxy Statement and Registration Statement, and other relevant
materials, and any other documents filed by the Company, Meredith
Holdings, 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, is contained in the Proxy Statement and the
Registration Statement regarding the proposed Gray merger, Dotdash
merger and spin-off distribution that the Company and Meredith
Holdings have filed with the SEC.
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SOURCE Meredith Corporation