Time Inc. to Be Acquired by Meredith Corporation

CommPRO.biz Editorial Staff

Time Inc. announced it has entered into a definitive agreement to be acquired by Meredith Corporation (NYSE:MDP). Under the terms of the agreement, Meredith will make an $18.50 per share cash tender offer to acquire all outstanding Time Inc. shares for a total transaction value of approximately $2.8 billion, including the assumption of debt and net of cash acquired. The transaction has been unanimously approved by the Boards of Directors of Meredith and Time Inc., and is expected to close during the first quarter of 2018. The $18.50 per share price represents a 46% premium over the closing price on November 15, 2017, the day prior to media reports about the transaction, and a 66% premium over the 10-day volume weighted average trading price ending on that day.

John Fahey, Chairman of the Board, said, "Time Inc.'s Board of Directors has unanimously determined that this all-cash transaction, and the immediate, certain value it provides, is in the best interests of the Company and its shareholders. On behalf of the entire Board, I thank Rich Battista for his strong and exemplary leadership. We also thank the management team and all Time Inc. employees, who together have made significant progress transforming one of the world's most iconic and historically significant publishing companies into a leading multiplatform media enterprise."

Rich Battista, President and CEO of Time Inc., stated, “I am proud of our accomplishments and thank the talented teams across the Company for their extraordinary work, relentless commitment, and passion. Together, we moved quickly and successfully to launch, grow, and advance our multi-platform offerings during unprecedented times in the media sector. Time Inc. now engages over 230 million consumers across digital and print every month through a portfolio of premium, iconic brands that are well positioned to continue to be powerful voices in media for many years to come."

The transaction is subject to customary closing conditions and regulatory approvals, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act.

Battista will work closely with the Meredith management team to ensure a smooth transition through the closing date. Upon the closing, it is expected that Battista will leave the Company.

Morgan Stanley & Co. LLC and BofA Merrill Lynch are serving as financial advisors to Time Inc. and Debevoise & Plimpton LLP is serving as legal advisor.