ION Media Networks Announces Favorable Delaware Supreme Court Decision Regarding Exchange Offer
23 Juillet 2007 - 3:15PM
Business Wire
ION Media Networks, Inc. (AMEX:ION) (the �Company�) today announced
that the Delaware Supreme Court refused to hear the appeal against
the previous denial by Delaware Chancery Court of the plaintiffs�
motion against the Company to enjoin the exchange offer and consent
solicitation (the �Exchange Offer�) the Company launched on June 8,
2007. As previously announced, the Exchange Offer is scheduled to
expire at 12:00 midnight, New York City time, at the end of the day
on Friday, July 27, 2007. The Delaware Supreme Court decision
clears the path for the Company to close the Exchange Offer on this
contemplated timing. In the Exchange Offer the Company is offering
to exchange any and all of its outstanding 13�% Cumulative Junior
Exchangeable Preferred Stock (currently accruing dividends at the
rate of 14�%) (the �14�% Preferred Stock�) and 9�% Series A
Convertible Preferred Stock (the �9�% Preferred Stock�, and
together with the 14�% Preferred Stock, the �Senior Preferred
Stock�) for newly-issued 11% Series A Mandatorily Convertible
Senior Subordinated Notes due 2013 and newly issued 12% Series B
Mandatorily Convertible Preferred Stock. As previously announced,
certain holders of the 14�% Preferred Stock and the 9�% Preferred
Stock had filed actions in the Court of Chancery of the State of
Delaware in and for New Castle County seeking to enjoin the
Exchange Offer. The complete terms of the Exchange Offer are set
forth in the Schedule TO-I, as amended, the Offer to Exchange dated
June 8, 2007 and the Letter of Transmittal and Consent that were
each filed with the Securities and Exchange Commission. Holders of
Senior Preferred Stock are encouraged to carefully read the
Schedule TO-I, as amended, the Offer to Exchange, the Letter of
Transmittal and Consent and other related materials because they
contain important information that stockholders should consider
before making any decision with respect to the Exchange Offer.
Stockholders may obtain a free copy of these documents at the
website maintained by the Securities and Exchange Commission at
www.sec.gov or by contacting D.F. King & Co., Inc., the
information agent for the Exchange Offer, at (800) 431-9643. The
securities being offered have not been, and will not be, registered
under the Securities Act of 1933, as amended (the �Securities
Act�), and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities
laws. The Company is relying on Section 3(a)(9) of the Securities
Act to exempt the Exchange Offer from the registration requirements
of the Securities Act. This announcement is not an offer to
purchase or an offer to exchange or a solicitation of acceptance of
the offer to exchange, which may be made only pursuant to the terms
of the Offer to Exchange and related Letter of Transmittal and
Consent. About ION Media Networks ION Media Networks, Inc. owns and
operates the nation�s largest broadcast television station group
and ION Television, reaching over 90 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems. ION Television currently features
popular TV series and movies from the award winning libraries of
Warner Bros., Sony Pictures Television, and CBS Television, among
others. ION Media has also partnered with RHI Entertainment, which
owns over 4,000 hours of acclaimed television content, to provide
weekend primetime programming beginning in June 2007. Utilizing its
digital multicasting capability, the company has launched several
digital TV brands, including qubo, a television and multimedia
network for children formed in partnership with several leading
media and entertainment companies, and ION Life, a television and
multimedia network dedicated to health and wellness for consumers
and families. For more information, visit www.ionmedia.tv.
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