Sinclair To Acquire All Fisher Stations

Sinclair Broadcast Group, Inc.and Fisher Communications, Inc. announced today that they have entered into a definitive merger agreement whereby Sinclair will acquire Fisher in a merger transaction valued at approximately $373.3 million.

Under the terms of the agreement, Fisher shareholders will receive $41.00 in cash for each share of Fisher common stock they own. The transaction represents a 44% premium to the closing price of Fisher common stock on January 9, 2013, the final trading day prior to Fisher announcing a review of strategic alternatives.

Fisher owns 20 television stations1 in eight markets, reaching 3.9% of U.S. TV households, and three radio stations in the Seattle market. Additionally, Fisher previously entered into an agreement to provide certain operating services for three TV stations, including two simulcasts, pending regulatory approval.

"We are excited to acquire Fisher and expand our coverage westward, especially in the two key markets of Seattle (DMA 12) and Portland (DMA 22)," commented David Smith, President and CEO of Sinclair. "Started in 1910, Fisher's history of operating television and radio stations in the northwest corner of the U.S. has played an important role in its communities and in producing high-quality local news. We look forward to expanding upon those traditions and improving the cash flow of the stations through the benefits that come with our scale."

"After conducting our review of potential strategic alternatives, the Board concluded this all-cash transaction was the best path to maximizing value for shareholders," said Paul A. Bible, Chairman of Fisher's Board of Directors.

This transaction is subject to approval by the Federal Communications Commission, antitrust clearance, the affirmative vote of two-thirds of Fisher's outstanding shares and other customary conditions. The transaction is not conditioned on Sinclair obtaining financing or Fisher achieving or maintaining any financial or operational thresholds or metrics. The transaction is expected to close and fund during the third quarter of 2013, subject to closing conditions.

The Fisher radio stations in Seattle-Tacoma are: News KOMO 1000 AM/97.7 FM, Top 40 KPLZ 101.5 FM and Talk KVI 570 AM.

Tom's Take: Sinclair is a TV operator, so who's gonna buy the radio stations?