NEW YORK (The Deal) -- Activist investor Starboard Value on Tuesday threatened a proxy fight at Media General (MEG) , calling the media company's pending $2.4 billion acquisition of Meredith Corp. (MDP) - Get Report "value destructive."
In a letter to Media General's CEO and board, Smith said he was concerned over Media General's "apparent refusal to negotiate a superior transaction with Nexstar" before it finalizes the Meredith deal. In the letter, Smith said he believed that a Nexstar-Media General combination is "highly strategic."
Starboard, which accumulated a 4.5% Media General stake after the broadcaster announced the Meredith transaction earlier this month, said in the letter it is prepared to nominate a dissident slate of director candidates if the broadcaster doesn't consider the "best interest of shareholders."
And a person familiar with Starboard noted that should Media General fail to seriously consider the Nexstar offer, the activist fund would seek to take over a majority of Media General's board. (The company's directors are all elected annually).
He added that one major concern with the Media General-Meredith deal is that eight Media General board members would make up a majority of the combined company's board while Meredith's CEO and CFO would take over the top two management jobs of the merged operation. "It is odd that Media General, as the one getting taken over in terms of the management team, is paying a premium for the privilege of being taken over," he said. "If Meredith wants to be the acquirer have them pay a premium to take over Media General."
Meredith has a $2.1 billion market capitalization while Media General has a $1.8 billion market capitalization.
Media General's bylaws require that dissident director nominees must be submitted between Dec. 26 and Jan. 25, 2016, according a March proxy statement, for an annual meeting that likely will take place in April or May.
It is unclear if Media General will try to take steps to close its Meredith deal prior to giving shareholders a vote on any dissident directors Starboard might put up for election.
Media General said in September when it struck its deal to buy Meredith that the transaction is subject to approval of both companies' shareholders and is expected to close by June, 30.
The person familiar with Starboard added that the activist fund would launch a change-of-control proxy contest even if Media General succeeds at closing its combination with Meredith before shareholders have a chance to consider the activist fund director nominees. "Shareholders should get a board that will look out for their interests even if the deal is consummated this way," he said.
Starboard typically follows up on its proxy fight threats if targeted companies don't address the fund's concerns. According to FactSet, Starboard and its predecessor, Ramius LLC's activist fund, have engaged in 59 proxy fights since 1994 making the insurgency fund one of the most prolific employers of the dissident director nomination tactic to drive share-price improvement changes.
On Tuesday, Media General declined to comment on the Starboard letter except to say in a statement that it is "carefully reviewing" Nexstar's offer before determining what action is in the best interest of "the company and its shareholders," reiterating comments it made on Monday. On Monday, Media General said it will "carefully review" Nexstar's offer.
The Nexstar offer comes to $14.50 per share, with $10.50 per share in cash and the rest in stock. It was issued after Nexstar CEO Perry Sook told investors on Monday that Media General "summarily rejected" a private Aug. 10 offer it had made and weeks later agreed to a merger with Meredith, which publishes Better Homes and Gardens, Parents, Allrecipes and operates 17 TV stations.
Media General said it and Meredith plan to divest TV stations in six markets to win federal regulatory approval of their deal but has yet to determine which broadcast stations will be sold. The divestitures would equal 37% of the acquired broadcast Ebitda, according to an investor presentation issued by Nexstar. By contrast, in its deal for Media General, Nexstar said it would divest stations representing only 7% of the total acquired broadcast Ebitda.
So far, public support and opposition to the Meredith deal appears close. A Media General spokesman said New York event-driven fund Standard General, which holds approximately 14.8% of Media General's shares, has agreed to support the deal with Meredith.
However, Neuberger Berman Group LLC, a 6% holder has come out in favor of the Nexstar offer. In addition, an analyst for Roystone Capital Management, a 3% holder, said on a call Monday that it is "supportive" of Nexstar and Media General "engaging in a dialogue."
That means, together with Starboard's 4.5% stake, roughly 14% of shares back a Nexstar deal.
A Standard General spokesman declined to comment. Officials from Neuberger Berman declined to comment and Roystone did not return calls.
Activist Mario Gabelli owns an 8% Media General stake and has yet to come out one way or another on the deal.