As expected, Hearst-Argyle Television has named a special committee of its independent directors to consider the $4-per-share buyout offer from its largest shareholder, Hearst Corporation. The company has also postponed its annual shareholders meeting.
The special committee will include two Series A directors of Hearst-Argyle Television, Inc.: David Pulver, who has been a director of Hearst-Argyle Television and a predecessor company, Argyle Television Inc., since 1994, and who is President of Cornerstone Capital Inc., a private investment firm; and Caroline L. Williams, a director of Hearst-Argyle Television and of Argyle Television Inc. since 1994, who is President of Grey Seal Capital, an investment and consulting firm.
If Hearst Corporation does commence a tender offer, then within 10 business days following its commencement, Hearst-Argyle Television says it will advise stockholders of its position regarding the offer. “Accordingly, Hearst-Argyle Television stockholders may wish to defer making a determination with respect to Hearst Corporation’s offer until they have been advised of Hearst-Argyle Television’s position with respect to the offer.
Hearst Corporation’s proposal to commence a tender offer was not made pursuant to any agreement with Hearst-Argyle Television,” the TV company said in a statement.
In light of the announcement by Hearst, the Hearst-Argyle Board of Directors has determined to postpone its annual meeting of stockholders, which was to be held on May 6, 2009. No new date has been set.