DES MOINES, Iowa, Jan. 26, 2018 /PRNewswire/ -- Meredith
Corporation (NYSE: MDP; www.meredith.com) announced that it has
extended its previously announced tender offer to purchase all of
the outstanding shares of common stock of Time Inc. (NYSE: TIME)
("Time") for $18.50 per share in an
all-cash transaction valued at $2.8
billion (the "Offer"). The Offer will now expire one minute
after 11:59 p.m. (Eastern Time) on
January 30, 2018, unless further
extended. All other terms and conditions of the Offer remain
unchanged. Computershare Trust Company, N.A., the depository for
the Offer, has advised Meredith that as of the close of business
(Eastern Time) on January 25, 2018,
approximately 65,987,804 shares of common stock of Time (not
including 1,305,100 shares tendered by notice of guaranteed
delivery for which shares have not yet been delivered) have been
validly tendered and not properly withdrawn pursuant to the Offer,
representing approximately 65% of the outstanding shares of common
stock of Time.
Meredith currently expects the transaction will close on
January 31, 2018, subject to the
satisfaction of all closing conditions and following consummation
of the previously-announced financing transactions in connection
with the Time acquisition.
Additional Information and Where to Find It
This press release is for informational purposes only, and it
does not constitute an offer to purchase or a solicitation of an
offer to sell any securities. The offer to purchase shares of
Time's common stock is being made pursuant to a Tender Offer
Statement on Schedule TO, as amended, originally filed by Meredith
Corporation with the SEC on December 12,
2017. Time filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the tender offer on
December 12, 2017. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS,
INCLUDING THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF TIME INC.
COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SHARES. Investors and security holders may obtain a
free copy of these statements and other documents filed with the
SEC at the website maintained by the SEC at www.sec.gov or by
directing such requests to the Information Agent for the offer,
which is named in the tender offer statement.
Forward-Looking Statements
This press release contains forward-looking statements. You can
generally identify forward-looking statements by the use of
forward-looking terminology such as "anticipate," "believe,"
"continue," "could," "estimate," "expect," "explore," "evaluate,"
"intend," "may," "might," "plan," "potential," "predict,"
"project," "seek," "should," or "will," or the negative thereof or
other variations thereon or comparable terminology. These
forward-looking statements are only predictions and involve known
and unknown risks and uncertainties, many of which are beyond
Meredith's and Time's control.
Statements in this document regarding Meredith and Time that are
forward-looking, including, without limitation, statements related
to the expiration and consummation of the Offer, are based on
information available to management as of the date of this release,
assumptions and projections, and are subject to significant
uncertainties and other factors, many of which are beyond the
control of Meredith and Time. Important risk factors could cause
actual future results and other future events to differ materially
from those currently estimated by management, including, but not
limited to: the timing to consummate the proposed transaction; the
risk that a condition to closing of the proposed transaction may
not be satisfied and the transaction may not close; and any failure
to obtain equity or debt financing.
For more discussion of important risk factors that may
materially affect Meredith and Time, please see the risk factors
contained in Meredith's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2017, and
Time's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2017, both of which are
on file with the SEC. Except as specifically noted, information on,
or accessible from, any website to which this website contains a
hyperlink is not incorporated by reference into this website and
does not constitute a part of this website.
No assurances can be given that any of the events anticipated by
the forward-looking statements will transpire or occur, or if any
of them do occur, what impact they will have on the results of
operations, financial condition or cash flows of Meredith,
purchaser or Time. Neither Meredith nor Time assumes any duty to
update or revise forward-looking statements, whether as a result of
new information, future events or otherwise, as of any future
date.
About Meredith Corporation
Meredith Corporation (NYSE: MDP; www.meredith.com)
has been committed to service journalism for 115 years. Today,
Meredith uses multiple distribution platforms - including broadcast
television, print, digital, mobile and video - to provide consumers
with content they desire and to deliver the messages of its
advertising and marketing partners.
Meredith's Local Media Group includes 17 television stations
reaching more than 11 percent of U.S. households. Meredith's
portfolio is concentrated in large, fast-growing markets, with
seven stations in the nation's Top 25 - including Atlanta, Phoenix, St.
Louis and Portland - and 13
in Top 50 markets. Meredith's stations produce 700 hours of local
news and entertainment content each week, and operate leading local
digital destinations.
Meredith's National Media Group reaches 110 million unduplicated
women every month, including more than 70 percent of U.S.
Millennial women. Meredith is the leader in creating and
distributing content across platforms in key consumer interest
areas such as food, home, parenting and lifestyle through
well-known brands such as Better Homes & Gardens, Allrecipes,
Parents and Shape. Meredith also features robust brand licensing
activities, including more than 3,000 SKUs of branded products at
5,000 Walmart stores across the U.S. and at walmart.com. Meredith
Xcelerated Marketing is an award-winning, strategic and creative
agency that provides fully integrated marketing solutions for many
of the world's top brands.
Meredith's balanced portfolio consistently generates substantial
free cash flow, and the Company is committed to growing Total
Shareholder Return through dividend payments, share repurchases and
strategic business investments. Meredith's current annualized
dividend of $2.08 per share yields
3.4 percent. Meredith has paid a dividend for 70 straight years and
increased it for 24 consecutive years.
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SOURCE Meredith Corporation