Saga Rejects Unsolicited $30 - $33 a Share Buyout Offer
Broadcaster said aspiring suitor couldn't guarantee financing
Saga Communications (US:SGA) on Wednesday said it rejected a confidential, unsolicited and nonbinding offer to acquire the company via either a cash and stock merger or for $30 to $33 a share in cash.
Under the merger scenario, Saga shareholders would receive $12.47 a share and stock, giving them 81.3% of the company.
Saga shares closed Wednesday at $27.95 and have traded between $21.50 and $29.75 over the last 52 weeks.
The stock rose 13% this year through Wednesday's close.
“In the board’s judgment, the offerer did not provide sufficient evidence of ability to obtain the required financing under either structure. In either case, based on the structure and highly conditional nature of the offer, the result would have been a takeover of the company by a smaller broadcaster, to be soon followed by a significant leveraging of the company’s (or its successor’s) cash and other assets to finance the transaction through borrowing and issuing preferred equity,” the company said in a letter published with a Securities & Exchange Commission 8K filing.
Saga said it would continue to evaluate all new opportunities to enhance shareholder value.
The company also Wednesday that it declared a 25 cents a share quarterly cash dividend and a special $2.00 per share dividend on its class A common shares to be paid on Jan. 13, 2023, to shareholders of record on Dec. 21, 2022.
“ The aggregate payment to be made with these combined dividends will be approximately $13.6 million and be funded by cash on the company’s balance sheet.
In addition, the board adopted a new variable dividend policy for the allocation of cash flows aligned with the Company’s goals of maintaining a strong balance sheet, increasing cash returns to shareholders, and continuing to grow the company through strategic acquisitions,” the company said.
Saga said that under the new policy, in addition to any quarterly and special dividends paid, it would declare an additional dividend in the second quarter of each year of 70% of the preceding year’s annual free cash flow, net of acquisitions, special and quarterly dividends, debt pay downs and debt issuance costs and stock buybacks.
Saga also said shareholders elected Warren Lada as board chairman, replacing Gary Stevens, who has served as interim chairman since August.