Fisher Communications Shareholders Approve Merger With Sinclair Broadcast Group
August 06 2013 - 2:05PM
Marketwired
Fisher Communications, Inc. (NASDAQ: FSCI) ("Fisher" or the
"Company"), a leader in local media innovation, today announced
that its shareholders have approved the merger agreement with
Sinclair Broadcast Group, Inc. (NASDAQ: SBGI) ("Sinclair"), whereby
Sinclair will acquire Fisher. Under the terms of the merger
agreement, upon the consummation of the merger, Fisher shareholders
will receive $41.00 in cash for each share of Fisher common stock
they own.
More than 90% of the votes represented and cast at the special
meeting of Fisher's shareholders, or approximately 77% of the total
outstanding shares of common stock eligible to vote as of the June
14, 2013 record date, were voted in favor of the approval of the
merger agreement. Shareholders also approved the non-binding
advisory proposal regarding merger-related compensation with a vote
of more than 90% of the votes represented and cast at the meeting.
The completion of the merger remains subject to certain customary
closing conditions, including the receipt of certain regulatory
approvals.
About Fisher Communications, Inc. Fisher
Communications, Inc. is a Seattle-based communications Company that
owns and operates 16 full power television stations, seven low
power television stations, three owned radio stations and one
managed radio station in the Western United States. The Company
also owns and operates Fisher Interactive Network, its online
division (including over 120 online sites) and Fisher Pathways, a
satellite and fiber transmission provider. For more information
about Fisher Communications, Inc., go to www.fsci.com.
Forward Looking Statements Certain
statements in this news release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Statements preceded by, followed by or that otherwise
include the words "believes," "expects," "anticipates," "intends,"
"projects," "estimates," "plans," "increase," "forecast" and
"guidance" and similar expressions or future or conditional verbs
such as "will," "should," "would," "may" and "could" are based upon
then-current assumptions and expectations and are generally
forward-looking in nature and not historical facts. Any statements
that refer to outlook, expectations or other characterizations of
future events, circumstances or results are also forward-looking
statements. The forward-looking statements contained in this news
release, including, among other things, statements related to the
proposed merger involving the Company and Sinclair, involve risks
and uncertainties and are subject to change based on various
important factors, including uncertainties as to the satisfaction
of the closing conditions to the proposed merger, including timing
and receipt of regulatory approvals, the respective parties'
performance of their obligations under the merger agreement
relating to the proposed merger, and other factors affecting the
execution of the transaction. There can be no assurance that the
proposed merger will occur as currently contemplated, or at all, or
that the expected benefits from the transaction will be realized on
the timetable currently contemplated, or at all.
A further list and description of important assumptions and
other important factors that could cause actual results to differ
materially from those in the forward-looking statements are
specified in the Company's Annual Report on Form 10-K for the year
ended December 31, 2012, as amended, included under headings such
as "Forward-Looking Statements," "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations," the Company's most recently filed Form 10-Q, and in
other filings and furnishings made by the Company with the SEC from
time to time. Other unknown or unpredictable factors could also
have material adverse effects on the Company's performance or
achievements. In light of these risks, uncertainties, assumptions
and factors, the forward-looking events discussed in this news
release may not occur. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date stated, or if no date is stated, as of the date of this
news release. The Company undertakes no obligation to release
publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events unless
required by law.
Media Contacts Sard Verbinnen & Co Ron Low and David
Isaacs (415) 618-8750
Fisher Communications (NASDAQ:FSCI)
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