Media General Comments On Nexstar Broadcasting Statement

(RTTNews) - Media General Inc. (MEG) said that it is surprised that Nexstar Broadcasting Group (NXST) issued today's press release reiterating its previous proposal which Media General Board had already unanimously rejected. Media General noted that it is unclear from Nexstar's press release if its current proposal is indeed its best and final proposal.

Despite significant financial and strategic benefits that Nexstar and its shareholders would gain from a combination with Media General, Nexstar refused to properly price the combination and materially improve its view on value. Media General Board believes that a change in control transaction at the proposed valuation levels does not properly compensate its shareholders for the financial and strategic value Media General would bring to a combination with Nexstar, Media General said.

In its December 6, 2015 letter, Media General explicitly asked Nexstar to provide its 'best and final' proposal to Media General. "Rather than providing a revised proposal and continuing private negotiations, we are surprised that Nexstar issued today's press release reiterating its previous proposal which our Board had already unanimously rejected. We note that it is unclear from Nexstar's press release if its current proposal is indeed its best and final proposal," Media General noted.

As previously announced on September 8, 2015, Media General entered into a definitive merger agreement with Meredith Corporation under which Media General will acquire all of the outstanding common stock of Meredith in a cash and stock transaction. The Board of Directors of Media General continues to recommend the proposed transaction with Meredith.

Media General said today its Board remains open to discussing and reviewing an improved proposal from Nexstar that would appropriately value the Company.

In a December 6, 2015 letter to Nexstar, Media General clearly communicated the unanimous view of its Board that Nexstar's current proposal to acquire Media General for $10.54 in cash and 0.1024 of a Nexstar share materially undervalues Media General and its prospects and is not in the best interests of Media General's shareholders. Based on Nexstar's closing stock price on December 8, 2015, the current proposal represents a value of $16.31 per Media General share. Rather than improving its initial August 10, 2015 proposal of $17.00 per share based on joint synergy work and to reflect the improved valuations in the media and TV broadcasting sectors since August 2015, Nexstar continues to reiterate its current proposal that reflects a discount to its August 10, 2015 proposal which was unanimously rejected by the Media General Board of Directors at the time.