Sinclair Broadcast Group Inc. (NasdaqGS:SBGI) entered into a definitive merger agreement to acquire Fisher Communications, Inc. (NasdaqGS:FSCI) from Gabelli Funds, LLC, Towerview LLC, FrontFour Capital Group LLC, GAMCO Asset Management, Inc. and other shareholders for approximately $370 million in cash on April 11, 2013. Under the terms of the agreement, Fisher shareholders will receive $41, for each share of Fisher common stock they own. Sinclair will also pay $5.02 ... million for options and $6.7 million for restricted common stock units. Sinclair expects to finance the purchase price through cash on hand, a bank loan and/or by accessing the capital markets. If the transaction is terminated, Fisher Communications will pay a termination fee of $11.2 million to Sinclair. This transaction is subject to approval by the Federal Communications Commission, antitrust clearance, the affirmative vote of two-thirds of Fisher's outstanding shares and other customary conditions. The transaction is not conditioned on Sinclair obtaining financing or Fisher achieving or maintaining any financial or operational thresholds or metrics. The transaction is expected to close and fund during the third quarter of 2013, subject to closing conditions. Moelis & Company LLC acted as financial advisor and Perkins Coie LLP acted as legal advisor for Fisher. Ron Low and David Isaacs of Sard Verbinnen & Co acted as public relations advisor for Fisher. Morton A. Pierce and Chang-Do Gong of White & Case, L.L.P. acted as legal advisors for Fisher Communications, Inc. Jeffrey B. Grill of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor to Sinclair Broadcast Group.
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The Board of Directors of Fisher Communications, Inc. (NasdaqGS:FSCI) authorized a share repurchase program on December 17, 2012. Under the program, the company will repurchase up to $15 million of its outstanding shares. The repurchases will be made periodically, at the company's discretion, on the open market at prevailing market prices or in negotiated transactions off the market. Fisher plans to conduct the program and retire the repurchased shares in a method that ... minimizes the likelihood that the ownership interest of any shareholder will increase through accretion to more than 30% of the company's outstanding common stock as a direct result of the repurchases. This is intended to ensure that all Fisher shareholders continue to have a voice in major company decisions consistent with Fisher's corporate charter and Washington law. The share repurchases demonstrates the ongoing commitment to return capital to the shareholders. The repurchase program is effective January 1, 2013 through December 31, 2013, subject to periodic evaluation by the Board of Directors. As of December 31, 2012, the company has made no repurchases.
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