The board of directors of The E.W. Scripps Co. (SSP) has Wednesday 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 rights plan is effective immediately and will expire in one year.
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. It also ensures that all shareholders receive full value in connection with any proposal to acquire the company.
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.
Under the rights plan, the rights generally become exercisable only if a person or group 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 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.
Except as provided in the rights plan, the board is entitled to redeem the rights at $0.001 per right.
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