Contact Information: Contact: Paul J. Luthringer Hearst Corporation 212-649-2540
Hearst Corporation Proposes to Acquire Public Minority Stake in Hearst-Argyle Television
Proposed Price of $23.50 in Cash per Share for 27% Public Stake
| Quelle: Hearst Corporation
NEW YORK, NY--(Marketwire - August 24, 2007) - Hearst Corporation announced today that it
intends to make a tender offer for all of the outstanding shares of
Hearst-Argyle Television, Inc. Series A Common Stock (NYSE : HTV ) not owned
by Hearst Corporation for $23.50 per share in cash. The offer price
represents a premium of approximately 15% over the closing price of the
Series A Common Stock on August 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 Corporation currently owns approximately 52% of the outstanding
Series A Common Stock and 100% of the Series B Common Stock, representing
in the aggregate 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 Corporation.
ABOUT THE TENDER OFFER
The offer will be irrevocably conditioned upon the tender of a majority of
the outstanding shares of Series A Common Stock not held by Hearst
Corporation and certain related persons. Unless waived, the offer will also
be conditioned upon, among other things, Hearst Corporation owning at least
90% of the outstanding Hearst-Argyle Television shares as a result of the
offer or otherwise. In addition, assuming the offer is completed and Hearst
Corporation owns at least 90% of the outstanding shares, it will promptly
complete a "short-form" merger to acquire the remaining shares at the same
price paid in the offer. The offer will not be conditioned on Hearst
Corporation obtaining any financing.
Hearst Corporation expects to commence the tender offer in early September
2007. Offering materials will be mailed to Hearst-Argyle Television
stockholders and Hearst Corporation 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 Corporation has
not asked Hearst-Argyle Television's board of directors to approve the
tender offer or the merger. Under applicable law, Hearst-Argyle Television
is required to file with the SEC a statement as to its position on the
offer as well as other required information within 10 business days of the
date on which the offer is commenced.
A copy of the letter Hearst Corporation sent to Hearst-Argyle Television's
board of directors is attached here:
http://media.marketwire.com/attachments/200708/360920_LettertoHTVBoardofDirectors.pdf
Lazard Freres & Co. LLC is acting as financial advisor to Hearst
Corporation in connection with the offer.
ABOUT HEARST CORPORATION
Hearst Corporation's (www.hearst.com) major interests include 12 daily and
31 weekly newspapers, including the Houston Chronicle, San Francisco
Chronicle, and Albany Times Union; nearly 200 magazines around the world,
including Cosmopolitan and O, The Oprah Magazine; 29 television stations
through Hearst-Argyle Television which reach a combined 18% of U.S.
viewers; ownership in leading cable networks, including Lifetime, A&E, The
History Channel and ESPN; as well as business publishing, including a joint
venture interest in Fitch Ratings; Internet businesses, television
production, newspaper features distribution and real estate.
NOTICE FOR HEARST-ARGYLE TELEVISION STOCKHOLDERS
Hearst-Argyle Television stockholders and other interested parties are
urged to read Hearst Corporation's tender offer statement and other
relevant documents filed with the SEC when they become available because
they will contain important information. Hearst-Argyle Television
stockholders will be able to receive such documents free of charge at the
SEC's Web site, www.sec.gov, or from Hearst Corporation's Web site,
www.hearst.com.
FORWARD-LOOKING STATEMENTS WARNING
This news release contains forward-looking statements. These statements are
not guarantees of future performance and involve risks and uncertainties
that are difficult to predict. The statements are based upon Hearst
Corporation's current expectations and beliefs and are subject to a number
of known and unknown risks and uncertainties that could cause actual
results to differ materially from those described in the forward looking
statements. There can be no assurances that any transaction will be
consummated. Actual results could differ materially from what is expressed
or forecasted in this news release. Some of the relevant risk factors are
discussed in Hearst-Argyle Television's Annual Reports on Form 10-K and
other reports that have been filed by Hearst-Argyle Television with the
SEC. Hearst Corporation disclaims any obligation to update or revise the
information in this news release based on new information or otherwise.