Investigation Overview
May 18, 2017 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Tribune Media Co (NYSE:TRCO), was announced concerning whether the takeover of Tribune Media Co by Sinclair Broadcast Group, Inc for $43.50 per share is unfair to NYSE:TRCO stockholders.
The investigation by a law firm concerns whether certain officers and directors of Tribune Media Co breached their fiduciary duties owed to NYSE:TRCO investors in connection with the proposed acquisition.
On May 8, 2017, Sinclair Broadcast Group, Inc. and Tribu Tribune Media Co (NYSE:TRCO) announced that they have entered into an agreement under which Sinclair will acquire 100% of the issued and outstanding shares of Tribune Media Co (NYSE:TRCO) for $43.50 per share, for an aggregate purchase price of approximately $3.9 billion, plus the assumption of approximately $2.7 billion in net debt. Under the terms of the agreement, Tribune Media Co (NYSE:TRCO) stockholders will receive $35.00 in cash and 0.23 shares of Sinclair Class A common stock for each share of Tribune Media Co (NYSE:TRCO) Class A common stock and Class B common stock they own.
However, given that at least one analyst has set the high target price for NYSE:TRCO shares at $45.00 per share, the investigation concerns whether the offer is unfair to NYSE:TRCO stockholders. More specifically, the investigation concerns whether the Tribune Media Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.