Executives at local television broadcaster Sinclair, Inc. said they were disappointed by a board vote at the E. W. Scripps Company that unanimously rejected their unsolicited takeover offer.
In a statement released one day after the board vote, Sinclair said its offer was a good value for Scripps shareholders and employees alike, and was based on prior discussions with unnamed parties — but no one engaged with Sinclair before the board decided to reject the bid on Tuesday.
“We are disappointed that despite Scripps encouraging Sinclair to make a proposal, Scripps’ board rejected the proposal without engaging,” Sinclair said in a statement e-mailed to reporters early Wednesday morning. “Our proposal was based on previous discussions and was responsive to concerns about Scripps’ communities, employees and shareholders. It delivers significant strategic and financial benefits for both companies and all shareholders and represents a substantial premium over both Scripps’ unaffected and current share price.”
Sinclair called on Scripps to “engage with us regarding our proposal — we believe Scripps’ shareholders deserve a full and fair evaluation of the company.”
The statement was emailed by an account executive at Joele Frank, a public relations company that offers external communications and public relations services to companies that are exploring or actively engaged in mergers and transactions. The person — who is not normally engaged in discussions with reporters on Sinclair’s media business — asked reporters to update their prior coverage on the Scripps vote.
A press release that was issued Wednesday morning with the same quote attributed to Sinclair included the contact information of its usual spokesperson.
Sinclair began pursuing Scripps last month, when it acquired more than 8 percent of the company’s publicly-traded stock. That amount increased to 9.9 percent one week later, when Sinclair formalized an unsolicited offer to acquire Scripps in a deal that valued outstanding shares of Scripps common stock at $7 per share.
At the time, Scripps affirmed it was evaluating the offer, but that its Board of Directors intended to shield the company from “opportunistic” parties.
“The company’s board has and will continue to evaluate any transactions and other alternatives that would enhance the value of the company and would be in the best interest of all company shareholders,” a spokesperson for Scripps said.
A few days later, the Scripps Board adopted a “poison pill” plan that granted shareholders voting rights if Sinclair increased its holding to 10 percent. The Scripps Family currently holds a controlling 93 percent of all voting rights, while institutional investors like Vanguard and Blackrock own the rest.
In a statement on Tuesday, Scripps Board of Directors Chair Kim Williams said the company was still committed to evaluating different opportunities to enhance its business, including potential acquisition offers.
Scripps owns more than 60 local television stations across the country, as well as multicast networks like Ion, Court TV, Scripps News, Laff and Bounce TV.
