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BHC COMMUNICATIONS AND PINELANDS SIGN DEFINITIVE MERGER AGREEMENT; BHC TO PURCHASE ALL PINELANDS SHARES FOR $18 IN CASH

 BHC COMMUNICATIONS AND PINELANDS SIGN DEFINITIVE MERGER AGREEMENT;
 BHC TO PURCHASE ALL PINELANDS SHARES FOR $18 IN CASH
 SECAUCUS, N.J., May 7 /PRNewswire/ -- Pinelands, Inc. (NYSE: PL), BHC Communications, Inc. (AMEX: BHC) and BHC's parent, Chris-Craft Industries, Inc. (NYSE: CCN) today jointly announced that following an unsolicited proposal made by BHC, Pinelands, Inc. and BHC have entered into a definitive merger agreement providing for the acquisition of all outstanding common shares of Pinelands, Inc. by BHC for $18 per share in cash, 50 percent over the closing market price today. The aggregate value of the transaction is approximately $310 million.
 Pinelands' board of directors has determined that the BHC transaction is more beneficial to Pinelands and its stockholders than the transactions contemplated by the previously announced agreement with The Walt Disney Company. That agreement provided for the acquisition by Pinelands of the Disney company's independent Los Angeles television station, KCAL-TV. In accordance with the terms of the agreement, Pinelands has advised Disney that it is terminating the Disney agreement.
 Larry Fraiberg, Pinelands' chairman and chief executive officer, said, "We have always felt that it is important to maximize shareholder value. We believe that this transaction fits that criteria."
 Evan C. Thompson, president of BHC's Television Broadcasting Division, stated, "We are delighted that Pinelands shares our vision of the strategic opportunities this transaction creates, and we welcome Pinelands and WWOR-TV to the BHC station group. Coupling WWOR with our existing stations gives us distribution into nearly 20 percent of America's households, including the top two television markets, and will rank BHC among the nation's most powerful television broadcasting companies."
 BHC will commence a tender offer, at $18 per share, no later than May 13, 1992. The tender offer will be followed by a merger in which any shares not tendered will be converted into cash at the offer price. If the offer is not consummated within 60 days following its commencement, Pinelands' stockholders will be entitled to receive an additional amount per share equal to simple interest on the offer price at the annual rate of 6 percent commencing on the 61st day.
 In the event that the agreement is terminated by Pinelands on the grounds that it receives a proposal for an alternative transaction which its board of directors determines to accept in the exercise of its fiduciary responsibilities, BHC will receive reasonable out-of-pocket expenses; and, if such termination occurs more than 60 days after commencement of the BHC offer, BHC will also be paid the additional amount that would have been payable by it to Pinelands' stockholders had the BHC offer been consummated on the date of such termination.
 The boards of directors of both companies have approved the transaction.
 The tender offer is conditioned upon the tender of not less than a number of Pinelands' shares which, when added to the shares already owned by BHC, represent more than 50 percent of the outstanding Pinelands shares of stock on a fully diluted basis. In addition, it is subject to approval by the Federal Communications Commission and other customary conditions. The offer is not conditioned upon BHC's obtaining financing.
 Allen & Company Incorporated and Kidder, Peabody & Co. Incorporated are BHC's financial advisors and are acting as dealer managers for the tender offer. Lazard Freres & Co. is financial advisor for Pinelands.
 BHC operates seven television stations, two wholly owned and five owned by its 52 percent owned subsidiary, United Television, Inc. Currently the nation's seventh largest television broadcaster, BHC's signals reach nearly 13 percent of the country's population. Chris- Craft Industries, Inc. owns all of BHC's Class B common shares, which represent 67 percent of BHC's outstanding equity and 95 percent of BHC's voting power. BHC's Class A common shares, which represent the balance of BHC's outstanding equity and voting power, trade on the American Stock Exchange.
 Pinelands, Inc. is a holding company whose subsidiary's primary business is the ownership and operation of WWOR-TV. WWOR-TV, an independent VHF television station licensed to New Jersey, broadcasts across the tristate area, the largest television market in the United States. WWOR-TV's signal is also transmitted by an independent third party via satellite to cable systems in forty-nine states.
 -0- 5/7/92
 /CONTACT: William D. Siegel, 212-421-0200, for BHC Communications, Inc. and Chris-Craft Industries, Inc.; Joele Frank, Anna Cordasco of Ogilvy Adams & Rinehart, 212-557-0100, for Pinelands/
 (BHC) (CCN) (PL) CO: Pinelands, Inc.; BHC Communications, Inc.; Chris-Craft
 Industries, Inc. ST: New York, New Jersey IN: ENT SU: TNM


PS -- NY132 -- 7904 05/07/92 19:21 EDT
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Date:May 7, 1992
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