The E.W. Scripps Company board determines the Sinclair proposal is not in the best interests of the company and its shareholders

Rhea-AI Summary

The E.W. Scripps Company (NASDAQ: SSP) announced that its board of directors unanimously rejected Sinclair's unsolicited proposal dated Nov. 24, 2025 to acquire all outstanding Scripps shares it does not already own for $7 per share in cash and stock. The board said, after review with financial and legal advisors, that Sinclair's offer is not in the best interests of the company and its shareholders.

The board stated it remains open to evaluating opportunities to enhance shareholder value and will continue to consider any course of action, including acquisition proposals. Morgan Stanley & Co. and Weil, Gotshal & Manges LLP are acting as Scripps' financial and legal advisors, respectively.

Positive

• Board rejection of Sinclair unsolicited $7 per share offer (Nov 24, 2025)
• Board remains open to other proposals to maximize shareholder value
• Morgan Stanley and Weil, Gotshal & Manges retained as advisors

Negative

• No transaction agreed; shareholders will not receive Sinclair's $7 per share offer

Key Figures

Sinclair offer price $7 per share Unsolicited proposal dated Nov. 24, 2025

Market Reality Check

$4.70 Last Close

Volume Volume 820,344 is below 20-day average of 1,972,374 (about 0.42x average activity ahead of the news). low

Technical Shares at $4.69 were trading above the 200-day MA of $2.84 and within 5% of the 52-week high of $4.93 before this announcement.

Peers on Argus 1 Up

Sector peers showed mixed moves, with MDIA flagged in momentum scanning and up ~10%, while other peers like IHRT and GTN had individual deal news. No broad broadcasting-sector move aligns clearly with SSP around this event.

Common Catalyst Peer headlines also referenced strategic transactions and partnerships, such as a station sale (GTN) and a podcast partnership (IHRT), suggesting company-specific deal activity rather than a uniform sector catalyst.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 26	Rights plan adopted	Neutral	+0.9%	Board adopted limited-duration shareholder rights plan after unsolicited proposal.
Nov 24	Takeover proposal	Positive	+7.5%	Company confirmed receipt of unsolicited acquisition proposal from Sinclair.
Nov 17	Stake purchase	Positive	+39.9%	Sinclair disclosed owning about 8.2% of Scripps’ Class A shares.
Nov 11	Investor conferences	Positive	+2.7%	Management scheduled multiple investor conference presentations on strategy.
Nov 06	Earnings results	Negative	-2.8%	Q3 2025 results showed revenue decline and a net loss to shareholders.

Pattern Detected

Recent SSP news tied to strategic actions, financing, and Sinclair-related developments has generally seen price moves that align with the news tone, with notable positive reactions to M&A-related headlines.

Recent Company History

Over the last six weeks, SSP has reported Q3 2025 results showing revenue pressure and losses on Nov 6, followed by investor conference appearances. Since mid-November, news has centered on Sinclair’s growing involvement: a share purchase around 8.2%, an unsolicited acquisition proposal, and Scripps’ adoption of a one-year shareholder rights plan. Today’s rejection of Sinclair’s $7-per-share bid continues that storyline of the board asserting control while stating it remains open to value-enhancing alternatives.

Market Pulse Summary

The stock moved +6.3% in the session following this news. A strong positive reaction aligns with recent trading around Sinclair-related headlines, where prior proposals and stake-building drew favorable responses. Investors may have interpreted the board’s rejection as leverage for improved terms or validation of intrinsic value above $7 per share. However, past reactions to strategic and capital-structure news also showed volatility, so changes in bid dynamics or deal certainty could have influenced subsequent price stability.

Key Terms

acquisition proposal financial

"has unanimously decided to reject the unsolicited acquisition proposal submitted by Sinclair"

A written offer from one company or investor to buy another company or its assets, outlining price, how the purchase would be funded, and key terms; think of it like a formal offer to buy a house. It matters to investors because the proposal can change share prices, alter ownership, affect future profits or debt levels, and may trigger votes, regulatory reviews, or competing bids that reshape the company’s value and strategy.

outstanding shares financial

"to acquire all of the outstanding shares of Scripps that it does not already own"

Outstanding shares are the total number of a company's stock units that are owned by all external investors and insiders, excluding any shares the company holds itself. They matter to investors because they determine each shareholder’s slice of ownership, how company value is divided per share (affecting price and earnings-per-share calculations), and the weight of voting power—like how slicing a pizza into more or fewer pieces changes the size of each person’s share.

AI-generated analysis. Not financial advice.

The board remains open to all opportunities to maximize shareholder value

CINCINNATI, Dec. 16, 2025 (GLOBE NEWSWIRE) -- The E.W. Scripps Company (NASDAQ: SSP) board of directors has unanimously decided to reject the unsolicited acquisition proposal submitted by Sinclair, Inc. on Nov. 24, 2025, to acquire all of the outstanding shares of Scripps that it does not already own for $7 per share in a mix of cash and stock. The Scripps board determined, following a careful review and evaluation in consultation with its financial and legal advisors, that Sinclair’s offer is not in the best interests of the company and its shareholders.

Kim Williams, the chair of Scripps’ board, said, “The board is committed to acting in the best interests of all Scripps shareholders as well as the company’s employees and the many communities and audiences it serves across the United States. After careful consideration, Scripps’ board determined that Sinclair’s unsolicited acquisition proposal is not in the best interests of Scripps and its shareholders. The board nonetheless remains open to evaluating opportunities to enhance shareholder value and will continue to consider any course of action, including any acquisition proposal, that is in the best interest of all shareholders.”

Advisors
Morgan Stanley & Co. is acting as financial advisor and Weil, Gotshal & Manges LLP is acting as legal advisor to Scripps.

Investor contact:	Carolyn Micheli, The E.W. Scripps Company, (513) 977-3732, carolyn.micheli@scripps.com
Media contacts:	Becca McCarter, The E.W. Scripps Company, (513) 410-2425, rebecca.mccarter@scripps.com Edelman Smithfield, Scripps@edelmansmithfield.com

About Scripps
The E.W. Scripps Company (NASDAQ: SSP) is a diversified media company focused on creating connection. As one of the nation’s largest local TV broadcasters, Scripps serves communities with quality, objective local journalism and operates a portfolio of more than 60 stations in 40+ markets. Scripps reaches households across the U.S. with national news outlets Scripps News and Court TV and popular entertainment brands ION, ION Plus, ION Mystery, Bounce, Grit and Laff. Scripps is the nation’s largest holder of broadcast spectrum. Scripps Sports serves professional and college sports leagues, conferences and teams with local market depth and national broadcast reach of up to 100% of TV households. Founded in 1878, Scripps is the steward of the Scripps National Spelling Bee, and its longtime motto is: “Give light and the people will find their own way.” 

Forward-looking statements
This document contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “believe,” “anticipate,” “intend,” “expect,” “estimate,” “could,” “should,” “outlook,” “guidance,” and similar references to future periods. Examples of forward-looking statements include, among others, statements the company makes regarding expected operating results and future financial condition. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of the industry and the economy, the company’s plans and strategies, anticipated events and trends, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties, and changes in circumstance that are difficult to predict and many of which are outside of the company’s control. The company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause the company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: change in advertising demand, fragmentation of audiences, loss of affiliation agreements, loss of distribution revenue, increase in programming costs, changes in law and regulation, the company’s ability to identify and consummate strategic transactions, the controlled ownership structure of the company, and the company’s ability to manage its outstanding debt obligations. A detailed discussion of such risks and uncertainties is included in the company’s Form 10-K, on file with the SEC, in the section titled “Risk Factors.” Any forward-looking statement made in this document is based only on currently available information and speaks only as of the date on which it is made. The company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise.

FAQ

What did Scripps (SSP) announce on December 16, 2025 about Sinclair's proposal?

Scripps announced its board unanimously rejected Sinclair's unsolicited acquisition proposal dated Nov. 24, 2025 for $7 per share in cash and stock.

How much was Sinclair's offer for Scripps (SSP) and when was it made?

Sinclair offered to buy all Scripps shares it did not own for $7 per share in a mix of cash and stock, in a proposal dated Nov. 24, 2025.

Will Scripps (SSP) consider other acquisition proposals after rejecting Sinclair?

Yes. The Scripps board said it remains open to evaluating opportunities to enhance shareholder value, including other acquisition proposals.

Who are Scripps' financial and legal advisors in response to the Sinclair proposal?

Morgan Stanley & Co. is Scripps' financial advisor and Weil, Gotshal & Manges LLP is its legal advisor.

Does the board's rejection of Sinclair's offer mean the deal is permanently closed for Scripps (SSP)?

The board has rejected Sinclair's current unsolicited proposal but said it will continue to consider any course of action in the best interest of shareholders.