SEC affirmation clears way for "when-issued" trading of Scripps and Scripps Networks Interactive on NYSE
Wed, June 11, 2008 by Tim Stautberg
CINCINNATI - The Securities and Exchange Commission (SEC) has affirmed the effectiveness of the Form 10 registration statement that was filed earlier this year for Scripps Networks Interactive Inc. in connection with its planned separation from The E.W. Scripps Company. The effectiveness ruling from the SEC makes it possible for Scripps to complete the pro rata distribution of shares in Scripps Networks Interactive to Scripps shareholders on July 1.
Scripps also has been advised by the New York Stock Exchange (NYSE) that both Scripps Networks Interactive Class A Common Shares and Class A Common Shares of The E.W. Scripps Company (on a post spin-off basis) will trade on a "when-issued" basis on the NYSE under the ticker symbols "SNIWI" and "SSPWI," respectively, from June 12 through the completion of the spin-off. During this period, Class A Common Shares of The E.W. Scripps Company will continue regular way trading on the NYSE under the ticker symbol "SSP."
On July 1, regular way trading will commence for Scripps Networks Interactive under the ticker symbol "SNI" and will continue for The E.W. Scripps Company under the ticker symbol "SSP."
About the transaction
The E. W. Scripps Company's board of directors in October 2007 authorized management to pursue a separation of Scripps into two companies; one focused on national and global lifestyle media and interactive services, and the other on market-leading local media franchises.
The July 1 separation will take the form of a tax-free distribution of Scripps Networks Interactive stock to Scripps shareholders. Post-transaction, Scripps shareholders will continue to own stock in both companies.
All shareholders of record (as of June 16) will receive one share of Scripps Networks Interactive stock on July 1 for each share of stock they own in The E. W. Scripps Company.
In addition to the affirmative ruling from the SEC, the transaction requires the approval of The E. W. Scripps Company's controlling class of shareholders, who will vote on the issue at the company's annual shareholders meeting on Friday, June 13. The company's controlling shareholder, The Edward W. Scripps Trust, has indicated that it will approve the separation transaction. There is no public market for the controlling Common Voting Shares. Ohio law does not require a vote on the transaction by holders of the company's publicly traded Class A Common Shares.
This press release contains certain forward-looking statements related to the company's businesses, including the proposed separation plan, that are based on management's current expectations. Forward-looking statements are subject to certain risks, trends and uncertainties, including changes in advertising demand and other economic conditions that could cause actual results to differ materially from the expectations expressed in forward-looking statements. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. The company's written policy on forward-looking statements can be found on page F-5 of its 2007 SEC Form 10K.
We undertake no obligation to publicly update any forward-looking statements to reflect events or circumstances after the date the statement is made.
The E. W. Scripps Company (www.scripps.com) is a diverse and growing media enterprise with interests in national cable networks, newspaper publishing, broadcast television stations, interactive media, and licensing and syndication.
The company's portfolio of media properties includes: Scripps Networks, with such brands as HGTV, Food Network, DIY Network, Fine Living and Great American Country; daily and community newspapers in 15 markets and the Washington-based Scripps Media Center, home to the Scripps Howard News Service; 10 broadcast TV stations, including six ABC-affiliated stations, three NBC affiliates and one independent; Scripps Interactive Media, including leading online search and comparison shopping services, Shopzilla and uSwitch; and United Media, a leading worldwide licensing and syndication company that is the home of PEANUTS, DILBERT and approximately 150 other features and comics.