Cosmos Broadcasting and Civic Communications Sign Letter of Intent to Merge in $204 Million Transaction.Business Editors GREENVILLE, S.C. and JACKSON, Miss.--(BUSINESS WIRE)-- June 19, 2000 Transaction Continues Cosmos' Parent Company, Liberty Corporation, Expansion In Broadcasting And New Media Cosmos Broadcasting Corporation, a subsidiary of The Liberty Corp. (NYSE NYSE See: New York Stock Exchange : LC), and Civic Communications, a television broadcast station group, today jointly announced that they have signed a letter of intent to merge, positioning the combined company to effectively compete in a rapidly consolidating market. Under the terms of the transaction, Liberty will pay Civic $204 million in cash. Frank Melton Frank Melton (born 1950) is currently the mayor of Jackson, Mississippi, United States, having been inaugurated on 4 July 2005. Melton, an African American, defeated the city's first black mayor Harvey Johnson, Jr. , Principal Owner and President of Civic Communications, will join the Liberty Board of Directors, and all current management of Civic's television stations will continue in their present roles. As part of the merger, Liberty's Cosmos Broadcasting subsidiary will add three stations, bringing the total number of stations owned and operated by Cosmos to fifteen. The transaction, which is subject to approval by the Federal Communications Commission Federal Communications Commission (FCC), independent executive agency of the U.S. government established in 1934 to regulate interstate and foreign communications in the public interest. and customary closing conditions, is expected to close in the fourth quarter of 2000. The Liberty Corporation also announced today the sale of its insurance subsidiaries, Liberty Life Insurance Company and Liberty Insurance Services Corporation to Royal Bank of Canada Bank of Canada Canada's central bank, established under the Bank of Canada Act (1934). It was founded during the Great Depression to regulate credit and currency. The Bank acts as the Canadian government's fiscal agent and has the sole right to issue paper money. (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). , NYSE: RY) for a total of $650 million, consisting of a dividend from Liberty Life of up to $70 million and the balance in cash from Royal Bank of Canada. Commenting on the transactions, Hayne Hipp, President of Liberty, said, "The sale of our insurance operations will allow Liberty to focus its capital and expertise on the emerging Internet, e-commerce, digital spectrum and other synergistic businesses available through our broadcasting subsidiary. Our twelve existing network-affiliated stations hold strong positions in growing markets and generate more revenue and cash flow than their peers in similar-sized markets. The addition of Civic's three stations, each of which has superior management and a special relationship with its viewers and advertisers, will add significantly to our cash flow. In addition, our transformation into a pure-play broadcasting and new media business will make it easier for the investment community to evaluate and follow our company." "We are extremely pleased with this announcement, and look forward to becoming a part of the Cosmos Broadcasting organization," said Frank Melton, Principal Owner and President of Civic Communications. "Cosmos shares our dedication to our communities and employees. With its exceptionally strong management team and highly effective business plan, Cosmos offers Civic stations and employees the best opportunity for continued growth and success." Hipp continued, "Going forward, Cosmos will enjoy a strong balance sheet. We plan to opportunistically acquire additional network-affiliated television stations and to continue to develop supporting businesses, like our cable advertising sales and direct mail coupon operations. The growth opportunities in broadcast related new media and digital spectrum businesses are especially exciting. Our investment in, and operational partnership with WorldNow, an Internet company which provides media entities with complete solutions for building Internet businesses, and iBlast, a consortium offering wireless data distribution through the broadcast spectrum, positions us well on these emerging platforms. We believe the Cosmos of the future will use multiple platforms Refers to two or more operating environments, which typically include the CPU family and operating system. For example, if versions of a program run on Windows and the Macintosh, the software is said to support multiple platforms. to provide rich local content to its viewers, users and subscribers, as well as the most efficient reach and demographics to its advertisers." Based in Jackson, Mississippi Jackson is the capital and the most populous city of the U.S. State of Mississippi. It is one of the county seats of Hinds County; Raymond is the other county seat. As of the 2000 census Jackson's population was 184,256. , Civic owns three leading television stations, including WLBT-TV, the NBC NBC in full National Broadcasting Co. Major U.S. commercial broadcasting company. It was formed in 1926 by RCA Corp., General Electric Co. (GE), and Westinghouse and was the first U.S. company to operate a broadcast network. affiliate in Jackson, MS, KLTV-TV, the ABC ABC in full American Broadcasting Co. Major U.S. television network. It began when the expanding national radio network NBC split into the separate Red and Blue networks in 1928. affiliate in Tyler, TX and KTRE-TV, the satellite affiliate of KLTV in Lufkin, TX. All three stations are rated number one in local news in their respective markets. A major group broadcaster, Liberty's Cosmos subsidiary currently owns twelve network-affiliated television stations, including seven NBC affiliates (WALB-TV, Albany, Ga.; KCBD-TV, Lubbock, Tx.; WAVE-TV, Louisville, Ky.; WIS-TV, Columbia, S.C.; WSFA-TV, Montgomery, Ala.; WFIE-TV, Evansville, Ind.; and KPLC-TV, Lake Charles Lake Charles, city (1990 pop. 70,580), seat of Calcasieu parish, SW La.; inc. 1867. It is located on Lake Charles at the mouth of the Calcasieu River in a rice, timber, oil, and natural gas region. , La.); three ABC affiliates (KAIT-TV, Jonesboro, Ark., WLOX-TV, Biloxi, Miss., and WWAY-TV, Wilmington, N.C.); and two CBS affiliates Lists of CBS television affiliates are available in the following formats:
Liberty expects to realize approximately $500 million in after tax proceeds from the insurance sale, with the funds to be used to repay existing debt and fund the Civic transaction. After the completion of the transactions, Liberty will have, on a pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma basis, approximately $650 million in assets with no substantial debt. Reflecting the transactions announced today and the February, 2000 acquisition of KCBD-TV, pro forma 1999 net revenues were $196 million with earnings before interest, taxes, depreciation and amortization Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP metric that can be used to evaluate a company's profitability.
About Liberty Corporation The Liberty Corporation is a holding company with operations in insurance and broadcasting. Annual revenues in 1999 were $556 million. The company is headquartered in Greenville, S.C. About Civic Communications Based in Jackson, Mississippi, Civic Communications owns three leading television stations: WLBT-TV, the NBC affiliate in Jackson, MS, KLTV-TV, the ABC affiliate in Tyler, TX and KTRE-TV, the satellite affiliate of KLTV in Lufkin, TX. All three stations are rated number one in local news in their respective markets. Forward-Looking Statements The Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 provides a "safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " for forward-looking statements. Certain information contained herein or in any other written or oral statements made by, or on behalf of the Company, is or may be viewed as forward looking. The words "expect," "believe," "anticipate" or similar expressions identify forward-looking statements. Although the Company has used appropriate care in developing any such forward looking information, forward looking information involves risks and uncertainties that could significantly impact actual results. These risks and uncertainties include, but are not limited to, the following: changes in national and local markets for television advertising; changes in general economic conditions, including the performance of financial markets and interest rates; competitive, regulatory, or tax changes that affect the cost of or demand for the Company's products; and adverse litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. results. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future developments, or otherwise. |
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