Tribune Announces Final Results of Tender Offer
Published May 31st, 2007
Tribune Company today announced the final results of its tender offer which expired at 5:00 p.m., New York time, on Thursday, May 24, 2007. Tribune has accepted for payment 126,000,000 of the 218,132,108 shares tendered in the tender offer, at a price of $34.00 per share. The shares tendered represent approximately 90 percent of shares outstanding, and the shares that Tribune will repurchase represent approximately 52 percent of shares outstanding. Following the repurchase, Tribune will have approximately 117,000,000 shares of common stock outstanding.
Because more than 126,000,000 shares were tendered in the tender offer, proration of tendered shares, except for “odd lots” (lots held by owners of less than 100 shares), was required. Based on the number of shares tendered, the company will apply a proration factor of 0.5771140650. The proration factor is based on the ratio of 126,000,000 shares (the total number of shares to be repurchased) to the total number of shares properly tendered and not properly withdrawn by all shareholders, other than “odd lot” holders.
The company will commence payment for shares purchased in the tender offer promptly and in any event no later than June 5, 2007. Payment for shares purchased will be made in cash, without interest. The company will promptly return shares that it does not purchase to the tendering stockholders at the company’s expense.
“We are pleased with the results of the tender offer and its successful conclusion,” said Dennis FitzSimons, Tribune chairman, president and chief executive officer. “The first stage of our transaction that will result in Tribune Company going private is now complete. We look forward to obtaining the necessary approvals for the next stage of the transaction and to completing the transition to a private company.”
Merrill Lynch & Co., Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Banc of America Securities LLC served as Co-Dealer Managers for the tender offer. Innisfree M&A Incorporated served as Information Agent and Computershare Trust Company, N.A. served as the Depositary. Any questions about the tender offer may be directed to Innisfree M&A at 501 Madison Avenue, New York, NY 10022, telephone (877) 825-8621 (banker and brokerage firms call collect (212) 750-5833).
Important Additional Information Regarding the Merger will be filed with the SEC:
In connection with the proposed merger transaction, Tribune Company will file a proxy statement and other documents with the Securities and Exchange Commission (the “SEC”). BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED MERGER TRANSACTION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by Tribune with the SEC at the SEC’s website at http://www.sec.gov/. The definitive proxy statement and other relevant documents may also be obtained free of charge on Tribune’s website at http://www.tribune.com/ or by directing a request to Tribune Company, 435 North Michigan Avenue, Chicago, IL 60611, Attention: Investor Relations. You may also read and copy any reports, statements and other information filed by Tribune with the SEC at the SEC public reference room at 450 Fifth Street, N.W. Room 1200, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
Tribune Company and its directors and executive officers may be deemed to be “participants” in the solicitation of proxies from the shareholders of Tribune in connection with the proposed merger transaction. Information about Tribune and its directors and executive officers and their ownership of Tribune common stock is set forth in the proxy statement for Tribune’s Annual Meeting of Shareholders, which Tribune is required to file with the SEC. Shareholders and investors may obtain additional information regarding the interests of Tribune Company and its directors and executive officers in the merger transaction, which may be different than those of Tribune’s shareholders generally, by reading the proxy statement and other relevant documents regarding the merger transaction, which will be filed with the SEC.
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