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Tribune Announces Final Results of Tender
Offer
CHICAGO,
May 31, 2007 -- Tribune Company
(NYSE: TRB) 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number of shares properly tendered and not properly withdrawn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).
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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 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.
Forward-Looking Statements
This press release contains certain
comments or forward-looking statements that are based largely
on the company’s
current expectations and are subject to certain risks, trends
and uncertainties. You can identify these and other forward
looking statements by the use of such words as “will,” “expect,” “plans,” “believes,” “estimates,” “intend,” “continue,” or
the negative of such terms, or other comparable terminology.
Forward-looking statements also include the assumptions underlying
or relating to any of the foregoing statements. Actual results
could differ materially from the expectations expressed in
these statements. Factors that could cause actual results
to differ include risks related to the transactions being
consummated; the risk that required regulatory approvals
or financing might not be obtained in a timely manner, without
conditions, or at all; the impact of the substantial indebtedness
incurred to finance the consummation of the merger; the ability
to satisfy all closing conditions in the definitive agreements;
difficulties in retaining employees as a result of the merger
agreement; risks of unforeseen material adverse changes to
our business or operations; risks that the proposed transaction
disrupts current plans, operations, and business growth initiatives;
the risk associated with the outcome of any legal proceedings
that may be instituted against Tribune and others following
announcement of the merger agreement; and other factors described
in Tribune’s publicly available reports filed with
the SEC, including the most current annual 10-K report, which
contain a discussion of various factors that may affect Tribune’s
business or financial results. These factors, including also
the ability to complete the merger, could cause actual future
performance to differ materially from current expectations.
Tribune is not responsible for updating the information contained
in this press release beyond the published date, or for changes
made to this document by wire services or Internet service
providers.
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TRIBUNE (NYSE:TRB) is one of the country’s
top media companies, operating businesses in publishing,
interactive and broadcasting. It reaches more than 80 percent
of U.S. households and is the only media organization with
newspapers, television stations and websites in the nation’s
top three markets. In publishing, Tribune’s leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, N.Y.), The Sun (Baltimore), South Florida
Sun-Sentinel, Orlando Sentinel and Hartford Courant. The
company’s broadcasting group operates 23 television
stations, Superstation WGN on national cable, Chicago’s
WGN-AM and the Chicago Cubs baseball team. Popular news and
information websites complement Tribune’s print and
broadcast properties and extend the company’s nationwide
audience. |
