Nexstar Broadcasting Group is planning to take its fight against Media General to the boardroom if the two sides can’t agree to merge, The Post has learned.
The 11-member Media General board, which in September recommended an offer to buy Meredith, the magazine and broadcasting company, unanimously rejected Nexstar’s improved $16.31 a share bid, or $2.1 billion, on Wednesday. All three own TV stations.
The company has been delaying Nexstar hoping Meredith would propose an offer to buy it, sources said. But Meredith has had a difficult time putting a deal structure together, a source said.
Nexstar is eyeing Media General’s board nominations that start on Dec. 28, as a prelude to mounting a challenger slate in a proxy battle.
The enhanced offer includes a provision that would allow Media General shareholders to keep the profits from selling spectrum in a government auction that could net investors an additional $1.50 a share.
Nexstar may make a better offer of roughly $17 a share before the Media General board meets on Thursday, two sources close to the situation said.
“By no means is Nexstar walking away. However, they are frustrated,” a source said.
Shareholders have made it clear they will not approve the standing $2.4 billion deal in which Media General buys Meredith.
The fresh offer would force the Media General board into a difficult position. Shares have risen from $11.15 on Sept. 28 when Nexstar announced its unsolicited bid of $14.50 a share. The stock fell 10 cents, to $14.48, on Wednesday.
“Our board remains open to discussing and receiving an improved proposal from Nexstar that would appropriately value the company,” Media General said.
One Media General investor said he no longer trusts the directors. “I fear this board will not make the right decision.”