SBG to Acquire Fisher Communications


Press Release

For Sinclair Broadcast Group:
David Amy, EVP & CFO
Lucy Rutishauser, VP & Treasurer
(410) 568-1500

For Fisher Communications:
Sard Verbinnen & Co,
Ron Low and David Isaacs
(415) 618-8750


BALTIMORE, MD & SEATTLE, WA – (April 11, 2013) – Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) (“Sinclair”) and Fisher Communications, Inc. (Nasdaq: FSCI) (“Fisher”) announced today that they have entered into a definitive merger agreement whereby Sinclair will acquire Fisher in a merger transaction valued at approximately $373.3 million.

Under the terms of the agreement, Fisher shareholders will receive $41.00 in cash for each share of Fisher common stock they own. The transaction represents a 44% premium to the closing price of Fisher common stock on January 9, 2013, the final trading day prior to Fisher announcing a review of strategic alternatives.

Fisher owns 20 television stations in eight markets, reaching 3.9% of U.S. TV households, and three radio stations in the Seattle market. Additionally, Fisher previously entered into an agreement to provide certain operating services for three TV stations, including two simulcasts, pending regulatory approval.

“We are excited to acquire Fisher and expand our coverage westward, especially in the two key markets of Seattle (DMA 12) and Portland (DMA 22),” commented David Smith, President and CEO of Sinclair. “Started in 1910, Fisher’s history of operating television and radio stations in the northwest corner of the U.S. has played an important role in its communities and in producing high-quality local news. We look forward to expanding upon those traditions and improving the cash flow of the stations through the benefits that come with our scale.”

“After conducting our review of potential strategic alternatives, the Board concluded this all-cash transaction was the best path to maximizing value for shareholders,” said Paul A. Bible, Chairman of Fisher’s Board of Directors.

“Sinclair is the largest independent TV broadcaster in the country, and we believe its commitment to the industry – along with its greater scale and sizable resources – will provide our stations, team members and business partners with new opportunities to flourish,” said Colleen B. Brown, Fisher’s President and CEO.

This transaction is subject to approval by the Federal Communications Commission (“FCC”), antitrust clearance, the affirmative vote of two-thirds of Fisher’s outstanding shares and other customary conditions. The transaction is not conditioned on Sinclair obtaining financing or Fisher achieving or maintaining any financial or operational thresholds or metrics. The transaction is expected to close and fund during the third quarter of 2013, subject to closing conditions. Fisher has no long-term debt and is expected to have approximately $20 to $25 million of working capital at the time of the close. Sinclair expects to finance the purchase price through cash on hand, a bank loan and/or by accessing the capital markets.

Moelis & Company LLC served as financial advisor and White & Case LLP served as primary legal counsel for Fisher.

Read more..  Sinclair Fisher Release