All American Communications to be Acquired by Pearson Plc for $25.50 in Cash per Share.SANTA MONICA Santa Monica (săn`tə mŏn`ĭkə), city (1990 pop. 86,905), Los Angeles co., S Calif., on Santa Monica Bay; inc. 1886. Tourism and retailing are important, and the city has motion-picture, biotechnology, and software industries. , Calif. & LONDON--(BUSINESS WIRE)--Oct. 1, 1997--All American Communications, Inc. (Nasdaq: AACI/AACIB) announced today that it has entered into a definitive agreement with Pearson plc (London Stock Exchange London Stock Exchange London marketplace for securities. It was formed in 1773 by a group of stockbrokers who had been doing business informally in local coffeehouses. : PSON PSON Plastic Small Outline Package No Leads ) pursuant to which Pearson will acquire All American Communications in a transaction valued at approximately $515 million, including the net debt assumed. Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, Pearson will acquire All American through a tender offer in which All American shareholders will receive $25.50 in cash for each Common Share and Class B Common Share they hold. Certain shareholders have agreed to tender their shares in the offer and vote in favor of the transaction. Commenting on the transaction, Anthony J. Scotti said, "As All American's largest shareholder, my long-term goal was to build our organization while creating value for the Company's shareholders. This transaction is the culmination of these efforts, and I am delighted that through the hard work of all of our employees, we have distinguished All American as one of a small number of independent entertainment companies that has delivered excellent operating performances over the long-term to the benefit of its employees and shareholders. "We have great respect for the Pearson organization and management led by its Chief Executive Officer, Marjorie Scardino Dame Marjorie Morris Scardino, DBE, FRSA, (born 25 January 1947) is the CEO of Pearson PLC. She became the first female Chief Executive of a FTSE 100 company when she was appointed CEO of Pearson[1] in 1997. and Chairman and Chief Executive Officer of Pearson Television, Greg Dyke Gregory Dyke (born 20 May 1947) is a journalist and broadcaster. He was Director-General of the BBC from January 2000 until 29 January 2004 when he resigned following heavy criticism of the BBC's news reporting process in the Hutton Inquiry. . The addition of All American doubles the size of Pearson's Grundy Worldwide unit, creating a global television entity with a broad array of worldwide game shows and other local language programming. All American also provides Pearson with a major building block in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. with our development, production and distribution capabilities and high profile programming such as Baywatch and The Price is Right." The tender offer is intended to commence within five business days and will initially be open for 20 business days. The closing of the transaction is conditioned on various matters, including regulatory clearances, the majority of the combined outstanding Common and Class B Common Shares being tendered in the offer and certain other customary conditions. The Board of Directors of All American has received an opinion from Goldman, Sachs & Co. that the consideration to be received by the stockholders in the transaction is fair from a financial point of view, and has recommended that stockholders accept the tender offer. Pearson plc is an international media group with interests in publishing, television production, broadcasting, electronic and multi-media businesses. The Group focuses on three key markets worldwide: information, education and entertainment. All American Communications, Inc. is a diversified worldwide producer, distributor and marketer of television programming and recorded music recorded music n → música grabada . All American produces and/or distributes more than 100 shows in 30 countries of which 90 are local language game shows in foreign territories including The Price is Right, Family Feud This article is about the American game show. For other versions, see Family Feud around the world. For rivalries between families, see Feud. Family Feud , Match Game, Card Sharks This article is about a television game show. For the standard use of the term, see Card shark. Card Sharks is an American television game show in which contestants guessed whether a playing card was higher or lower than the card that preceded it. , Let's Make a Deal Let's Make a Deal is a television game show which originated in the United States and has since been produced in many countries throughout the world. The show was based around deals offered to members of the audience by the host. and many others. In the United States, All American's programming franchises include Baywatch, The Price is Right and The Adventures of Sinbad. Except for the historical information in this press release, this press release includes forward looking statements that involve risks and uncertainties, including but not limited to control by management, the risks that any possible transaction will not be consummated, dependence on a limited number of continuing and new projects, fluctuations in ratings and advertising rates, competition and other risks detailed from time to time in the Company's Securities and Exchange Commission filings. Actual results may differ materially from such information set forth herein. CONTACT: Thomas Bradshaw
Chief Financial Officer 310/656-1100 or Joseph N. Jaffoni, David C. Collins Jaffoni & Collins Incorporated 212/505-3015 or jaffoni@jcir.com |
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