We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of TEGNA Inc. (“TEGNA” or the “Company”) (NYSE:TGNA), in connection with the proposed acquisition of the Company by an affiliate of Standard General L.P. (“Standard General”). Under the terms of the merger agreement, the Company’s shareholders will receive $24.00 in cash for each share of TEGNA common stock that they hold. Additionally, TEGNA shareholders will receive additional cash consideration in the form of a “ticking fee,” the amount varying depending on the date of the closing of the transaction. If the transaction closes between the 9- and 12-month anniversary of signing, the amount will be $0.00167 per share per day (or $0.05 per month). The amount will increase to $0.0025 per share per day (or $0.075 per month) if the closing occurs between the 12- and 13-month anniversary of signing, $0.00333 per share per day (or $0.10 per month) if the closing occurs between the 13- and 14-month anniversary of signing, and $0.00417 per share per day (or $0.125 per month) if the closing occurs between the 14- and 15-month anniversary of signing. The transaction is valued at approximately $8.6 billion.
WeissLaw LLP is investigating whether (i) TEGNA’s board of directors acted in the best interests of Company shareholders in agreeing to the proposed transaction, (ii) the $24.00 per-share merger consideration adequately compensates TEGNA’s shareholders, and (iii) all information regarding the sales process and valuation of the transaction will be fully and fairly disclosed.