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UPDATE 2-Hearst Corp to bid for remaining stake in Hearst-Argyle

Wed Mar 25, 2009 3:27pm EDT

* Offer price at $4.00/shr * Plans to acquire through a "short form" cash merger

* Expects to commence the offer in mid April (Adds details, background)

March 25 (Reuters) - Broadcaster and publisher Hearst Corp said it plans to make a cash tender offer to acquire the stake it does not already own in Hearst-Argyle Television Inc HTV.N for $4.00 a share, more than a year after it failed in a similar offer.

The offer price represents a premium of about 91 percent over the closing price of Hearst-Argyle's shares on March 24, it said.

Hearst said it expects to commence the tender offer in mid April 2009.

Hearst currently owns about 67 percent of the outstanding shares of Series A Common Stock and 100 percent of the outstanding shares of Series B Common Stock, representing in the aggregate about 82 percent of both the outstanding equity and general voting power of Hearst-Argyle, the company said.

Shares of the TV and radio stations owner more than doubled to $4.25 in afternoon trade on the New York Stock Exchange.

After the tender offer, Hearst intends to acquire the remaining shares through a "short form" cash merger at the same per share cash price paid in the tender offer, Hearst Corp said.

In 2007, Hearst Corp had failed in its $600 million bid to buy 27 percent of Hearst-Argyle Television that it did not already own, after a special committee of the target company's board determined the offer was inadequate.

In a letter sent to Hearst-Argyle on Wednesday, Hearst Corp said it reconsidered its prior decision based on factors including the substantial recent changes in the financial markets as well as in the media markets.

"We believe that if Hearst-Argyle were a wholly-owned subsidiary of Hearst, it would more readily be able to navigate the troubled waters in which we find ourselves," the letter said.

In February, Hearst-Argyle Television had warned of advertising spending to fall further in 2009, and suspended its dividend to conserve cash.

Hearst Corp's offer comes two days after Cox Enterprises launched a tender offer to acquire shares it did not own in Cox Radio.

Shares of Hearst-Argyle Television were trading up $2.01 at $4.10 in afternoon trade on the New York Stock Exchange. (Reporting by Bijoy Koyitty in Bangalore; Editing by Jarshad Kakkrakandy)



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