The E.W. Scripps Company Announces A One-Year, Limited-Duration Shareholder Rights Plan

The E.W. Scripps Company's (NASDAQ:SSP) board of directors has approved the adoption of a limited-duration shareholder rights plan following the public disclosure of an unsolicited, non-binding acquisition proposal for the company.

The board adopted the rights plan to ensure that all shareholders receive full value in connection with any proposal to acquire the company. The rights plan is intended to protect shareholders from coercive tactics and to provide the board with time to thoroughly evaluate the offer and any other potential strategic alternatives. The rights plan is effective immediately and will expire in one year.

The rights plan leaves open all paths to create shareholder value

Kim Williams, the chair of Scripps' board, said, "The board is committed to acting in the best interests of all Scripps shareholders. The rights plan safeguards shareholders' ability to receive appropriate value for their investment and ensures that the board can assess the recently received proposal, and any strategic alternatives, in a thoughtful and orderly manner."

About the rights plan

Pursuant to the rights plan, Scripps will issue, by means of a dividend, one Class A common share right for each outstanding Class A common share and one common voting share right for each outstanding common voting share to shareholders of record on the close of business on Dec. 8, 2025. Initially, these rights will not be exercisable and will trade with, and be represented by, the Class A common shares and the common voting shares, respectively.

The rights plan is effective immediately and has a one-year duration, expiring on Nov. 26, 2026. Under the rights plan, the rights generally become exercisable only if a person or group (each, an "acquiring person") acquires beneficial ownership of 10% or more of the outstanding Class A common shares. In that situation, each holder of a Class A common share right (other than the acquiring person, whose rights will become void and will not be exercisable) will be entitled to purchase, at the exercise price, additional Scripps Class A common shares at a 50% discount to the then-current market price. In addition, if Scripps is acquired in a merger or other business combination after an unapproved party acquires more than 10% of the outstanding Class A common shares, each holder of a right would then be entitled to purchase, at the then-current exercise price, shares of the acquiring company's stock at a 50% discount. The board may, at its option, exchange each right (other than rights owned by the acquiring person that have become void) in whole or in part, at an exchange ratio of one Class A common share per outstanding right, subject to adjustment. Except as provided in the rights plan, the board is entitled to redeem the rights at $0.001 per right.

If a person or group beneficially owns 10% or more of the outstanding Class A common shares prior to Scripps' announcement of its adoption of the rights plan, then that person's or group's existing ownership percentage will be grandfathered, although, with certain exceptions, the rights will become exercisable if at any time after the announcement of the adoption of the rights plan such person or group increases its ownership of Class A common shares by more than 0.10% of outstanding Class A common shares.