Continental and Providence Journal to merge cable systems.BOSTON, PROVIDENCE, R.I.--(BUSINESS WIRE)--Nov. 22, 1994-- Continental Cablevision Inc. and the Providence Journal Co. announced today the signing of a definitive agreement under which Continental will acquire all of the Providence Journal Co.'s owned and operated cable systems in a non-cash exchange for shares of Continental's Class A Common Stock. Continental, now privately held, will become an SEC reporting company and expects that its shares of Class A Common Stock will be publicly traded as a result of this transaction. The parties have valued the transaction at approximately $1.4 billion including the assumption of $755 million of debt which will be outstanding on the acquired systems. Continental is the nation's third largest cable television company, and the Providence Journal Co. is 16th in the nation in size. When completed, the transaction will give Continental approximately 4 million cable subscribers 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. . Providence Journal's cable operations, which serve more than 750,000 subscribers, include Colony Communications Inc., Colony Cablevision, Copley/Colony and King Videocable King Videocable was a broadcast cable television company based in Seattle, Washington. It was owned by the King Broadcasting Company, owners of Seattle television station KING-TV. The company was sold to Continental Cablevision (since absorbed by Comcast) in 1995. Co. These include five system groupings in close geographic proximity to Continental's operations in Florida, New England New England, name applied to the region comprising six states of the NE United States—Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, and Connecticut. The region is thought to have been so named by Capt. , New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , California and Minnesota. Also included in the merger are systems in Idaho and Washington State. In advance of completing the merger, the Providence Journal Co. will buy out Kelso & Company Inc. of New York, N.Y., its partner in the King joint venture. The cable assets from this joint venture will go to Continental, and the Providence Journal Co. will acquire Kelso's 50 percent ownership of the venture's five broadcast television stations. "The Providence Journal Company's cable systems are a very good fit with Continental's operations," said Amos B. Hostetter Jr., Continental's chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. . "Of all the companies in the cable industry, their operations are closest to Continental's in geography, management philosophy, technology, and commitment to customer service. We're very pleased to reach this agreement with the Providence Journal Co." "This agreement represents a major step forward in the Providence Journal Co.'s restructuring effort," said Providence Journal Co. chairman and CEO Stephen Hamblett. "We are repositioning the company to expand our presence in newspapers, broadcast television and video programming. At the same time, we are providing shareholders with an opportunity to maintain their ongoing investment in the cable industry through a larger and better positioned company." "We believe size and clustered market presence are essential to future success in cable and telephone services," said Providence Journal Company President and COO Trygve E. Myhren. "Our combination with Continental is a merger of two extremely high quality cable operations. It will not only provide important size economies, but the geographic fit will bring us closer to the seamless service delivery which consumers will want." The Continental-Providence Journal transaction is expected to close in mid-year 1995, subject to shareholder and regulatory approvals. The acquisition of the Providence Journal Company's cable systems follows Continental's recent announcement of joint ventures to provide cable services in Argentina, Australia and Singapore. Boston-based Continental is an investor in Teleport Communications Group Teleport Communications Group (TCG) was the first Competitive local exchange carrier (CLEC) in the U.S. First formed in 1985, it competed with the existing telephone companies to provide dial tone and related services in the largest U.S. markets. (TCG (Trusted Computing Group, Beaverton, OR, www.trustedcomputinggroup.org) The successor to the Trusted Computer Platform Alliance (TCPA), announced in 2003 by founding members AMD, HP, IBM, Intel and Microsoft. ), an alternate access telecommunications company See telecom company. . TCG provides telecommunications services over high-capacity fiber optic lines to meet the voice, data and video needs of customers in major U.S. metropolitan areas. Continental is also an investor in several cable programming services including Turner Broadcasting Company Noun 1. broadcasting company - a company that manages tv or radio stations company - an institution created to conduct business; "he only invests in large well-established companies"; "he started the company in his garage" (CNN CNN or Cable News Network Subsidiary company of Turner Broadcasting Systems. It was created by Ted Turner in 1980 to present 24-hour live news broadcasts, using satellites to transmit reports from news bureaus around the world. , Headline News, Turner Network Television Turner Network Television, usually referred to as TNT, is an American cable TV network created by media mogul Ted Turner and currently owned by the Turner Broadcasting System division of Time Warner. ), QVC QVC Quality Value Convenience QVC Question Valid Command and Viewers Choice, and co-owns, with the Hearst Corporation, New England Cable News New England Cable News, known on-air as "NECN", is a regional cable television network serving the New England region of the United States. It is very similar to CNN in structure and style, but focuses more on regional news items and events. , a regional news network. Continental presently serves approximately 3.1 million subscribers in 650 communities nationwide. The Providence Journal Company is a privately held diversified communications company based in Providence, R.I.. The company owns or manages 11 broadcast television stations in nine cities: KING-TV, Seattle, Wash.; KGW-TV, Portland, Ore.; KREM-TV, Spokane, Wash.; KTVB-TV, Boise, Idaho; KHNL-TV and KFVE-TV, Honolulu, Hawaii; KSMB-TV and KTTU-TV, Tucson, Ariz., KASA-TV, Albuquerque-Santa Fe, N.M.; WCNC-TV, Charlotte, N.C. and WHAS-TV, Louisville, Ky. The Providence Journal Company was a founding partner of the Television Food Network and is also involved in broadcast production partnerships. The company's newspapers are known collectively as the Providence Journal-Bulletin. A prospectus will be delivered to both Continental and Providence Journal shareholders in connection with their approval of the transaction. CONTACT: Continental Cablevision
Henry James, 617/742-9500
or
Providence Journal Company
Michael B. Isaacs, 401/277-7538
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