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MEREDITH CORP ACCEPTS REVISED PROPOSAL FROM GRAY TELEVISION TO ACQUIRE ITS LOCAL MEDIA GROUP
Meredith Corp. reports:

Des Moines, IA - Meredith Corporation (NYSE: MDP) today announced that it has accepted a revised proposal from Gray Television, Inc. (NYSE: GTN) to acquire Meredith's Local Media Group ("LMG") for approximately $2.825 billion in cash ("the revised Gray proposal"), and that the two companies have entered into an amendment to their previously announced definitive merger agreement reflecting the revised terms. Under the terms of the revised Gray proposal,

Meredith Corporation shareholders would receive $16.99 per share in cash, revised from the previously announced $14.51 per share in cash, and 1-for-1 equity share in post-close Meredith..

Meredith received an unsolicited proposal from another party after announcing the definitive agreement with Gray ("the unsolicited proposal") and subsequently received the revised Gray proposal. Meredith's Board of Directors gave due consideration to both proposals and carefully assessed the risks and benefits of each and unanimously approved the revised Gray proposal. The Board of Directors of Meredith unanimously recommends that Meredith shareholders vote in favor of the revised Gray proposal.

The transaction is still expected to close in the fourth quarter of calendar 2021, and there have been no changes to the previously announced anticipated closing process. The Federal Communications Commission accepted Meredith and Gray's applications for the transaction's approval on May 26, 2021.


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