SILVER SPRING, Md. and
KNOXVILLE, Tenn., Feb. 27,
2018 /PRNewswire/ -- In connection with their previously announced
business combination transaction, Discovery Communications, Inc.
(Nasdaq: DISCA, DISCB, DISCK) ("Discovery") and Scripps Networks
Interactive, Inc. (Nasdaq: SNI) ("Scripps") today announced that
they have set the deadline for shareholders of Scripps to make an
election with respect to the form of consideration they wish to
receive pursuant to the Agreement and Plan of Merger, dated as of
July 30, 2017, by and among Scripps,
Discovery and Skylight Merger Sub, Inc. (the "Merger Agreement"),
subject to the proration and cash top-up procedures set forth in
the Merger Agreement, to be 5:00 p.m.
(New York City time) on
March 2, 2018 (the "Election Deadline"). Discovery will
announce whether it has elected to exercise the cash top-up option
set forth in the Merger Agreement no later than two trading days
prior to the expected closing date. Discovery and Scripps
currently expect to consummate the transactions contemplated by the
Merger Agreement on March 6, 2018,
subject to the satisfaction of all closing conditions.
Registered Scripps shareholders are reminded that if they wish
to make an election, they must complete, sign and return a Form of
Election and Letter of Transmittal to Computershare Trust Company,
N.A., as exchange agent, by the Election Deadline.
Shareholders holding shares through a broker, bank or other
nominee should carefully follow the instructions provided by such
broker, bank or other nominee to make an election. Such
shareholders may be subject to an earlier deadline from their
brokers, banks or nominees for making an election.
Shareholders with questions should contact Georgeson LLC, in
its capacity as Discovery's information agent, toll free at (800)
903-2897.
About Discovery Communications:
Discovery
Communications (Nasdaq: DISCA, DISCB, DISCK) satisfies curiosity
and captivates superfans around the globe with a portfolio of
premium nonfiction, lifestyle, sports and kids content brands
including Discovery Channel, TLC, Investigation Discovery, Animal
Planet, Science and Turbo/Velocity, as well as OWN: Oprah Winfrey
Network in the U.S., Discovery Kids in Latin America, and Eurosport, the leading
provider of locally relevant, premium sports and Home of the
Olympic Games across Europe.
Available in more than 220 countries and territories, Discovery's
programming reaches 3 billion cumulative viewers, who together
consume 54 billion hours of Discovery content each year.
Discovery's offering extends beyond traditional TV to all screens,
including TV Everywhere products such as the GO portfolio and
Discovery Kids Play; over-the-top streaming services such as
Eurosport Player; digital-first and social video from Group Nine
Media; and virtual reality storytelling through Discovery VR. For
more information, please visit www.discoverycommunications.com.
About Scripps Networks Interactive:
Scripps Networks
Interactive, Inc. (Nasdaq: SNI) is one of the leading developers of
engaging lifestyle content in the home, food and travel categories
for television, the Internet and emerging platforms. The company's
lifestyle media portfolio includes leading TV and entertainment
brands HGTV, Food Network, Travel Channel, DIY Network, Cooking
Channel and Great American Country. Its digital division, Scripps
Lifestyle Studios, creates compelling content for online, social
and mobile platforms. International operations include TVN,
Poland's premier multi-platform
media company; UKTV, an independent commercial joint venture with
BBC Worldwide; Asian Food Channel, the first pan-regional TV food
network in Asia; and lifestyle
channel Fine Living Network. The company's global networks and
websites reach millions of consumers across North and South America, Asia-Pacific, Europe, the Middle
East and Africa. Scripps
Networks Interactive is headquartered in Knoxville, Tenn. For more information, please
visit http://www.scrippsnetworksinteractive.com.
Forward Looking Statements:
Certain statements and
information in this communication may be deemed to be
"forward-looking statements" within the meaning of the Federal
Private Securities Litigation Reform Act of 1995.
Forward-looking statements may include, but are not limited to,
statements relating to Discovery's and Scripps' objectives, plans
and strategies, and all statements (other than statements of
historical facts) that address activities, events or developments
that Discovery and Scripps intend, expect, project, believe or
anticipate will or may occur in the future. These statements
are often characterized by terminology such as "believe," "hope,"
"may," "anticipate," "should," "intend," "plan," "will," "expect,"
"estimate," "project," "positioned," "strategy" and similar
expressions, and are based on assumptions and assessments made by
Discovery's and Scripps' management in light of their experience
and their perception of historical trends, current conditions,
expected future developments, and other factors they believe to be
appropriate. Any forward-looking statements in this
communication are made as of the date hereof, and Discovery and
Scripps undertake no duty to update or revise any such statements,
whether as a result of new information, future events or
otherwise. Forward-looking statements are not guarantees of
future performance. Whether actual results will conform to
expectations and predictions is subject to known and unknown risks
and uncertainties, including: risks and uncertainties discussed in
the reports that Discovery and Scripps have filed with the SEC;
general economic, market, or business conditions; risks associated
with the ability to consummate the business combination between
Discovery and Scripps and the timing of the closing of the business
combination; pricing fluctuations in local and national
advertising; future regulatory actions and conditions in the
television stations' operating areas; competition from others in
the broadcast television markets; volatility in programming costs;
the ability to successfully integrate Discovery's and Scripps'
operations and employees; the ability to realize anticipated
benefits and synergies of the business combination; the potential
impact of announcement of the business combination or consummation
of the transaction on relationships, including with employees,
customers and competitors; and other circumstances beyond
Discovery's and Scripps' control. Refer to the section
entitled "Risk Factors" in Discovery's and Scripps' annual reports
filed with the SEC and in the Form S-4 filed by Discovery with the
SEC for a discussion of important factors that could cause actual
results, developments and business decisions to differ materially
from forward-looking statements.
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SOURCE Discovery Communications