Hearst Corp. proposes to acquire remaining public shares for approximately $600 million, offering $23.50 in cash per share.

Hearst Corp. announced today that it intends to make a tender offer for all of the outstanding shares of Hearst-Argyle Television Inc. common stock not owned by Hearst Corp. for $23.50 per share in cash.

The offer price represents a premium of approximately 15% over the closing price on Aug. 23, 2007, as well as the average closing price for the last four weeks. The transaction will be implemented through a cash tender offer made for the publicly held Hearst-Argyle Television shares, followed by a cash merger at the same per share price paid in the tender offer.

Hearst Corp. currently owns approximately 52% of the outstanding common stock, representing approximately 73% of both the outstanding equity and general voting power of Hearst-Argyle Television.

The aggregate consideration payable under the proposal for the public stake is approximately $600 million. Following the transaction, Hearst-Argyle Television would become a wholly owned subsidiary of Hearst Corp.

Hearst Corp. expects to commence the tender offer in early September 2007. Offering materials will be mailed to Hearst-Argyle Television stockholders and Hearst Corp. will file all necessary information with the United States Securities and Exchange Commission.

The commencement and completion of the tender offer and, if the tender offer is completed, the consummation of the merger, do not require any approval by Hearst-Argyle Television’s board of directors and Hearst Corp. has not asked Hearst-Argyle Television’s board of directors to approve the tender offer or the merger.


Lazard Freres & Co. LLC is acting as financial advisor to Hearst Corporation in connection with the offer.

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