On July 30, 2014, Journal Communications, Inc. (“Journal” or the “Company”) and E.W. Scripps announced a definitive Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which E.W. Scripps and Journal have agreed to merge their broadcast operations and spin off and then merge their newspapers, creating two separately traded public companies. Journal Class A and Class B stockholders will receive 0.5176 E.W. Scripps Class A common shares and 0.1950 shares in new resulting newspaper company, Journal Media Group (“JMG”), for each Journal share. E.W. Scripps shareholders will reportedly receive 0.2500 shares in for each Class A common share and each common voting share they hold in E.W. Scripps. Journal shareholders will own approximately 31% of E.W. Scripps’ total shares following the merger, and E.W. Scripps shareholders will
retain approximately 69% ownership. The E.W. Scripps family will retain its controlling interest in E.W. Scripps through its ownership of common voting shares. E.W Scripps shareholders will own 59% of the new JMG, and Journal shareholders will own 41%. JMG will have one class of stock and no controlling shareholder.
The Complaint alleges that the Company’s board of directors has abdicated its responsibilities to Journal’s public shareholders by not performing a detailed, full, and transparent process and by including misstatements in the
Recommendation Statement and/or omitting material information from the Recommendation Statement that renders other information contained therein materially misleading, and that as a consequence, shareholders have not been provided material information, which has rendered materially misleading other statements in the Recommendation Statement; shareholders therefore have not been provided material information with which they need in order to ascertain whether or not to vote their shares for the Proposed Transaction.
This case was ordered dismissed on May 8, 2015.