Shareholders OK Media General-LIN Merger

At separate meetings today, Media General Inc. and LIN Media shareholders approved the proposed merger of the two companies.

Upon closing of the transaction, the merged company will retain the Media General name and remain headquartered in Richmond, Va. The new Media General common stock will be listed on the NYSE and trade under the symbol MEG, subject to NYSE approval of the listing of the new shares.

The transaction is subject to customary closing conditions, including the approval of the FCC, clearance under the Hart-Scott-Rodino Antitrust Improvements Act and certain third-party consents.

Upon closing of the transaction, Vincent L. Sadusky, LIN Media’s president-CEO, will become president-CEO of the new Media General. J. Stewart Bryan III will continue to serve as chairman of the board. Additional board members will include: Diana F. Cantor, Royal W. Carson III, H.C. Charles Diao, Dennis J. FitzSimons, Soohyung Kim, Douglas W. McCormick, John R. Muse, Wyndham Robertson and Thomas J. Sullivan. Four of the directors were designated from LIN Media and seven from Media General.

Media General also announced that, upon closing of the transaction, the executive officers reporting to Sadusky will be James F. Woodward, SVP-CFO; Deborah A. McDermott, SVP-COO; Robert S. Richter, SVP-chief digital officer; and Andrew C. Carington, VVP-general counsel-secretary.

The integration planning teams, co-led by senior leaders of both companies, have been working for the past several months and have developed detailed work plans for their functional areas, the companies said, adding that “reaffirm confidence in their ability to realize approximately $70 million of annual run-rate synergies within three years, and expect to close on the transaction in the fourth quarter of 2014.”

Media General Chairman Bryan said: “Today’s votes were an important milestone that brings us one step closer to finalizing the merger. We are pleased by the support of our shareholders, which confirms our confidence in the significant value that this business combination will create for our investors.”

LIN’s McCormick, said: “Our shareholders’ approval reinforces the compelling logic underpinning the merger of two successful broadcasters into one financially strong organization that will create opportunities to deliver even greater shareholder value and profitable growth.”

George L. Mahoney, president-CEO of Media General, said: “I am extremely pleased with the progress we are making in our integration planning, which will ensure a smooth transition for all of our shareholders. Filling key leadership positions is a significant achievement that paves the way to designing an operating model and organizational structure that will position Media General for success well into the future.”

LIN’s Sadusky, said: “This announcement is an important step on the critical path to ensuring the company is prepared to hit the ground running once we receive the necessary regulatory approvals. After the merger is complete, we will have one of the strongest leadership teams in the industry. Their expertise and dedication gives me even more confidence that we will deliver on our promise to build a stronger, more efficient company that will compete effectively in the rapidly evolving media landscape.”