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Email UpdatesIt’s official: Tribune (TRB-NYSE) is being acquired by Sam Zell for $34.00 per share in cash, sort of. Tribune will be privately held, with an Employee Stock Ownership Plan (ESOP) holding all of Tribune’s then-outstanding common stock and Zell holding a subordinated note and a warrant entitling him to acquire 40 percent of Tribune’s common stock. Zell will join the Tribune board upon completion of his initial investment and will become chairman when the merger closes.
This is a two-stage deal where Sam Zell will acquire 126 million shares in a cash tender in Q2, but then a second stage tender in Q4. The board of directors of Tribune, on the recommendation of a special committee comprised entirely of independent directors, has approved the agreements and will recommend Tribune shareholder approval. Representatives of the Chandler Trusts on the board abstained from voting as directors. However, the Chandler Trusts have agreed to vote in favor of the transaction.
