Univision Communications Inc. and Hispanic Broadcasting Corporation announced they have entered into a definitive merger agreement under which Univision will acquire Hispanic Broadcasting in an all-stock transaction currently valued at approximately $3.5 billion.
Under the agreement, each share of Hispanic Broadcasting common stock will be exchanged for a fixed 0.85 shares of Univision Class A common stock, representing a premium of approximately 26% to Hispanic Broadcasting's 30-day average share price. Univision shareholders will have approximately 73.5% and Hispanic Broadcasting shareholders 26.5% of the combined company's fully-diluted economic ownership. The transaction is expected to be tax-free to the shareholders of both companies.
The combination brings together the two leading Spanish-language media companies to create the premier broadcasting, marketing and entertainment company serving the nation's 35 million Hispanics - the fastest-growing segment of the U.S. population. By adding the leading Spanish-language radio broadcaster with 55 stations serving the largest Hispanic markets to Univision -- which already owns the leading U.S. Spanish-language television broadcast and cable networks, television station group, record labels and online portal -- the combined company will have a unique ability to cross-promote its television networks, television and radio stations, programming and artists. In addition, the combination will provide national and local advertisers unprecedented opportunities to efficiently sell products and services to Hispanics through multiple media platforms.
Based on both companies' latest public guidance, Univision will have estimated combined pro forma 2002 net revenues, before potential synergies, of approximately $1.39 billion to $1.44 billion and 2002 EBITDA (earnings before interest, taxes, depreciation and amortization) of approximately $433 million to $469 million. Before potential synergies, the transaction is expected to be accretive to free cash flow per share in the first full year immediately following the close and beyond.
"This transaction, which further expands Univision as the preeminent U.S. Hispanic media company, represents a tremendous opportunity for shareholders, advertisers and the many talented employees of both companies," said A. Jerrold Perenchio, Chairman, President and Chief Executive Officer of Univision. "Spanish-language radio is rapidly growing with attractive free cash flow and operating leverage. Univision's entrance into this business will provide us with revenue enhancement and earnings diversification as well as significant growth opportunities through coordinated sales and promotional efforts. In addition, Hispanic Broadcasting has essentially no debt, which will strengthen Univision's balance sheet. By increasing our penetration in the top U.S. Hispanic markets with Hispanic Broadcasting's assets - which include more than half of the 25 top Spanish-language radio stations as well as the Netmio.com network of Hispanic community-focused bilingual websites -- we are well positioned to further increase our Univision and Galavision television ratings as well as our Univision.com penetration while accelerating the growth of our newly launched TeleFutura Television Network and Univision Music Group through enhanced promotional opportunities."
"We are thrilled to be part of creating the unquestioned leader in Hispanic media in the U.S. through this strategic and logical transaction," said McHenry T. Tichenor, Jr., Chairman, President and Chief Executive Officer of Hispanic Broadcasting. "Univision has a tremendous track record of success, and we believe that its powerful platform will create new opportunities for our employees and advertisers. Spanish-language media is still in the early stage of its growth in the U.S., and by combining with Univision, we will create a unique, multi-faceted company ideally positioned to take advantage of the vast opportunities that lie ahead to better serve our listeners and communities and well as those seeking to market to the U.S. Hispanic audience."
Upon completion of the transaction, Hispanic Broadcasting Corporation will become a wholly owned subsidiary of Univision Communications Inc. and will continue to be based in Dallas. No changes are expected in Hispanic Broadcasting's management or operations. Tichenor will serve as President and Chief Executive Officer of the new Univision radio group. In addition, Tichenor and a designee of Hispanic Broadcasting will join Univision's Board of Directors, increasing it to 10 members. After the merger, Univision's Board will include the strength of Perenchio, Tichenor, Venevision (a member of the Cisneros Group of companies) and Grupo Televisa S.A.
Perenchio continued: "Mac and his family have created the leading Spanish-language radio franchise with great value and potential, and I look forward to working with him and his team as they join the Univision family. Their expertise in the $18 billion radio industry will be invaluable as we look to strengthen and consolidate our market leadership to create a media group with an unequalled position in the U.S. Hispanic community."