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Meredith Corporation (NYSE:MDP) (the "Company" or "Meredith") announced today that its Board of Directors has approved the distribution (the "Distribution") of (i) one share of Meredith Holdings Corporation ("New Meredith") common stock for each share of common stock of the Company and (ii) one share of New Meredith class B common stock for each share of class B stock of the Company held of record as of November 19, 2021 (the "Record Date").
The Distribution will effectuate the previously-announced spin-off of the Company's national media group, which comprises its digital and magazine businesses, the MNI and People TV businesses, and corporate operations, from the Company's local media group. The Distribution is currently anticipated to be made on December 1, 2021 and is subject to the terms and conditions of the Gray Merger Agreement and the Separation and Distribution Agreement referenced below.
Immediately following the Distribution, the Company (then holding only the local media group) is expected to become a subsidiary of Gray Television, Inc. ("Gray") pursuant to the previously-announced Agreement and Plan of Merger, dated as of May 3, 2021 (as amended, the "Gray Merger Agreement"), by and among the Company, Gray, and Gray Hawkeye Stations, Inc. (the "Gray Merger"). The consummation of the Gray Merger is subject to certain closing conditions as provided in the Gray Merger Agreement, including approval by the Company's shareholders at a special meeting scheduled to be held on November 30, 2021 and receipt of approval from the Federal Communications Commission.
Holders of the Company's common stock and class B stock as of the Record Date will not be required to take any action to participate in the Distribution. The Distribution is subject to the fulfillment or waiver of certain conditions, including each of the conditions to consummation of the Gray Merger as provided in the Gray Merger Agreement and each of the conditions to the Distribution as provided in the related Separation and Distribution Agreement. An information statement will be mailed to the Company's shareholders regarding the terms of the Distribution. The information statement is an exhibit to a registration statement on Form 10 (File No. 001-40987) (the "Registration Statement") filed by New Meredith with the U.S. Securities and Exchange Commission (the "SEC") for the proposed Distribution. The Registration Statement is subject to amendment and completion and has not yet been declared effective by the SEC. Investors are encouraged to read the information statement filed as Exhibit 99.1 to the Registration Statement because it contains more complete information about New Meredith and its separation from the Company, as well as a description of the conditions that must be satisfied in order to consummate the proposed Distribution.
As previously announced, following the consummation of the Distribution and Gray Merger, New Meredith is expected to become a subsidiary of Dotdash Media Inc. ("Dotdash") pursuant to the Agreement and Plan of Merger, dated as of October 6, 2021 (the "Dotdash Merger Agreement"), by and among the Company, New Meredith, Dotdash, Mercury Sub Inc., and IAC/InterActiveCorp ("IAC") (the "Dotdash Merger"). The consummation of the Dotdash Merger is subject to receipt of certain regulatory approvals and other closing conditions as provided in the Dotdash Merger Agreement. If the conditions to completing the Dotdash Merger have been satisfied, the Company currently expects the Dotdash Merger to be consummated on the same day as, and following completion of, the Distribution and Gray Merger. If the Dotdash Merger is not completed on the same day as the Distribution and Gray Merger, New Meredith will continue as a stand-alone, publicly traded company until consummation of the Dotdash Merger pursuant to the Dotdash Merger Agreement (and following any earlier termination of the Dotdash Merger Agreement).
Posted In: MDP
