Sinclair makes unsolicited offer to acquire E.W. Scripps

Sinclair Broadcast Group has made an unsolicited offer to acquire all outstanding shares of E.W. Scripps Co., proposing $7 per share in a cash-and-stock transaction.

Scripps shares surge as Sinclair reveals 8% stake, eyes deal

Sinclair disclosed the proposal in a regulatory filing on Monday. The company also reported it now owns a 9.9% stake in Scripps, following previous disclosure of an 8.2% stake and preliminary acquisition talks with the broadcaster.

Under the terms of the proposal, Scripps shareholders would receive $2.72 in cash and $4.28 in Sinclair common stock for each share. The offer represents a 200% premium over Scripps’ 30-day volume-weighted average price as of Nov. 6, which Sinclair identified as the last trading day before significant buying activity in Scripps stock.

Sinclair stated in the filing that shareholders may elect to receive all-cash or all-stock consideration, subject to proration based on maximum aggregate amounts.

Scripps confirmed receipt of the proposal in a statement issued Monday.

“Consistent with its fiduciary duties and in consultation with its legal and financial advisors, the company’s board of directors will carefully review and evaluate any proposals, including the unsolicited Sinclair proposal, to determine the course of action that it believes is in the best interests of the company and all of its shareholders as well as its employees and the many communities and audiences it serves across the United States,” Scripps said.

Scripps said it does not intend to comment further until the board completes its review.

Sinclair operates or provides services to 185 television stations in 85 U.S. markets. Scripps operates more than 60 stations across over 40 markets. According to Sinclair, Scripps shareholders would hold approximately 12.7% of the combined company if the acquisition is completed.

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The offer comes amid continued consolidation among U.S. television station owners. Nexstar Media Group, which owns 201 stations, is in the process of seeking regulatory approval for its $6.2 billion acquisition of Tegna, which owns 64 stations. Nexstar has requested a waiver of the Federal Communications Commission’s 39% national audience cap.

In its filing, Sinclair said it believes the transaction can be completed “in a timely manner with limited select divestitures” under the existing FCC rules. The company asked Scripps to respond to the proposal by Dec. 5.