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Summit America Agrees to Sell Shop At Home Minority Interest, Five TV Stations to Scripps.


Business Editors

NAPLES, Fla. & NASHVILLE, Tenn.--(BUSINESS WIRE)--Dec. 19, 2003

Summit America Television, Inc. (Nasdaq:SATH SATH Society for Accessible Travel & Hospitality
SATH Shop At Home (stock symbol)
SATH Sage Thrasher (bird species Oreoscoptes montanus)
SATH Society for the Advancement of Travel for the Handicapped
) has reached a definitive agreement for The E.W. Scripps Company (NYSE NYSE

See: New York Stock Exchange
:SSP (1) (Service Switching Point) The local exchange node in an SS7 telephone network. The SSP can be part of the voice switch or in a separate computer connected to it. ) to acquire Summit America, including Summit's 30 percent minority interest in the Shop At Home television retailing network and its five Shop At Home-affiliated broadcast television stations.

To acquire the five television stations and the 30 percent minority interest in Shop At Home, Scripps will pay $4.05 in cash per share, or about $184 million, for approximately 45 million fully-diluted outstanding shares of Summit common stock.

The transaction will be structured as a merger and will result in Scripps attaining 100 percent ownership of the Shop At Home Network. It also would result in Scripps controlling and owning Summit's five television stations which broadcast Shop At Home programming in key major metropolitan markets, including San Francisco, Boston, Cleveland, Bridgeport, Conn., and Raleigh/Durham, N.C. The five television stations reach about 5.3 million cable television households.

Scripps acquired controlling interest controlling interest

The ownership of a quantity of outstanding corporate stock sufficient to control the actions of the firm. Controlling interest often involves ownership of significantly less than 51% of a firm's outstanding stock because many owners fail
 (70 percent) of the Shop At Home Network from Summit in October 2002 for $49.5 million. The Network markets a growing range of consumer goods consumer goods

Any tangible commodity purchased by households to satisfy their wants and needs. Consumer goods may be durable or nondurable. Durable goods (e.g., autos, furniture, and appliances) have a significant life span, often defined as three years or more, and
 directly to television viewers and visitors to the Shop At Home Web site, shopathometv.com. Shop At Home reaches about 45 million full-time equivalent U.S. households. Its offices and studio facilities are located in Nashville, Tennessee.

As part of the transaction, Scripps has agreed to forego repayment of a $47.5 million secured loan that Scripps extended to Summit as part of the 2002 acquisition of Shop At Home. Scripps also has agreed to forego redemption of $3 million in Summit preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 that Scripps holds, bringing the total consideration of the transaction to about $235 million.

The five television stations that will be acquired are KCNS, Channel 38, San Francisco; WMFP WMFP World Monuments Fund Portugal , Channel 62, Boston; WOAC WOAC Warrant Officer Advanced Course
WOAC Without Admission Control
, Channel 67, Cleveland; WSAH, Channel 43, Bridgeport; and WRAY, Channel 30, Raleigh/Durham.

The transaction requires approval by Summit shareholders and appropriate federal regulatory agencies. Assuming no unusual delays in securing the required approvals, the transaction should be completed by June 2004.

George Ditomassi, President of Summit America, stated: "We believe the sale to Scripps is a realization of our stated goal of maximizing shareholder value. We also are pleased that Scripps has reaffirmed its commitment to the Shop At Home Network by buying these additional assets, and we believe that Scripps is poised to further develop and expand the Network in order to realize its full potential."

Avondale Partners, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
, rendered a fairness opinion Fairness Opinion

A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition.

Notes:
A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition.
 to Summit America with respect to the transaction.

"Safe Harbor" Statement Under 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 -- This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21 E of the Securities Exchange Act of 1934. Forward-looking statements include information relating to possible or assumed future results of operations of the Company, including those preceded by, followed by or that include the words "believes," "projects," "expects," "anticipates" or similar expressions. These statements reflect the current views of the Company with respect to future events. The following important factors, in addition to those described in the Company's filings with the SEC, could affect the future results of the Company, and could cause those results to differ materially from those expressed in the forward-looking statements: general economic and business conditions; anticipated trends in the Company's business; existing and future regulations affecting the Company's business; the Company's successful implementation of its business strategy; fluctuations in the Company's operating results; technological changes in the television and Internet industry; restrictions imposed by the terms of the Company's indebtedness; and legal uncertainties. These forward-looking statements are made as of the date of this press release, and the Company undertakes no obligation to update or revise them, whether as a result of new information, future events or any other reason.
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No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2003, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Dec 19, 2003
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