ION Media Networks Announces Denial of Motion for Preliminary Injunction and Extends Exchange Offer and Consent Solicitation
July 11 2007 - 9:18AM
Business Wire
ION Media Networks, Inc. (AMEX:ION) (the "Company") today announced
that the Court of Chancery of the State of Delaware in and for New
Castle County has denied the plaintiffs' motion to enjoin the
exchange offer and consent solicitation (the "Exchange Offer") that
the Company launched on June 8, 2007, in which 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, depending upon
participation levels in the Exchange Offer, either newly-issued 12%
Series A-1 Mandatorily Convertible Preferred Stock or 12% Series B
Mandatorily Convertible Preferred Stock. As previously announced,
certain holders of the 14�% Preferred Stock and the 9�% Preferred
Stock filed actions seeking to enjoin the Exchange Offer. The
Company has extended the Exchange Offer, which will now expire at
11:59 P.M., New York City time, on Friday, July 13, 2007, unless
extended or terminated. This will permit holders of the Senior
Preferred Stock to have adequate time to consider the new
information. The Exchange Offer was scheduled to expire at 12:01
A.M., New York City time, on July 11, 2007. As of 12:01 A.M., New
York City time, on July 11, 2007, approximately 1,248 shares of
14�% Preferred Stock and 1,680 shares of 9�% Preferred Stock,
respectively, have been tendered in the Exchange Offer. The
complete terms of the Exchange Offer are set forth in the Schedule
TO-I, as amended, the Offer to Exchange 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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