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Discovery Communications Reports Exercise Of Cash Top-Up Option

Discovery Communications Inc. (DISCA, DISCB, DISCK) said Friday that it has elected to exercise in full the cash top-up option pursuant to the Agreement and Plan of Merger, dated as of July 30, 2017, by and among Scripps Networks Interactive, Inc., Discovery and Skylight Merger Sub Inc.

As of the close of trading on March 1, 2018 , the volume weighted average price of the Discovery Series C common stock on the NASDAQ Global Select Market measured cumulatively over the 15 trading days ending on (and including) the third trading day prior to the completion of the merger was $22.8471.

The Scripps merger consideration will consist of for Scripps shareholders electing the mixed consideration or not making an election, $65.82 in cash and 1.0584 shares of Discovery Series C common stock for each Scripps share; for Scripps shareholders electing the cash consideration, $90.00 in cash for each Scripps share and for Scripps shareholders electing the stock consideration, 3.9392 shares of Discovery Series C common stock for each Scripps share, subject to the terms and conditions set forth in the Merger Agreement including, in the case of Scripps shareholders making the cash or stock election, the proration procedures set forth in the Merger Agreement to the extent cash or stock is oversubscribed.

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