TRIBUNE COMPANY PRESS RELEASE
May 31, 2007
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., NewYork 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 tenderoffer, proration of tendered shares, except for “odd lots” (lots heldby owners of less than 100 shares), was required. Based on the number of shares tendered, the company will apply a proration factor of0.5771140650. The proration factor is based on the ratio of126,000,000 shares (the total number of shares to be repurchased) to the total number of shares properly tendered and not properly withdrawn by all shareholders, other than “odd lot” holders.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 tenderoffer 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. MorganSecurities 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).
To view the full press release on the Internet, go to: Tribune Online
Thursday, May 31, 2007
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