The acquisition included not only Omaha’s preeminent newspaper but also numerous local Midwestern newspapers, as well as related companies in the Omaha World-Herald corporate family.
Fraser Stryker worked closely with Berkshire Hathaway and counsel for the World-Herald to complete an efficient and effective due diligence process, craft an optimal acquisition structure, and negotiate and draft favorable purchase agreements and ancillary documents. During this process, Fraser Stryker and opposing counsel addressed severe restrictions in the target’s governing documents, including the need for court approval for the acquisition of the shares held by the Peter Kiewit Foundation.
From signing the letter of intent on October 27, 2011, to executing the Agreement and Plan of Merger on November 29, 2011, Fraser Stryker guarded the existence of the transaction carefully. This was no small feat when the target entity included countless reporters who regularly look into the acquiring entity. Once announced to the company and its employees–who owned 80% of the shares–the transaction closed smoothly on December 23, 2011, after a special meeting of the shareholders where the shareholders almost unanimously approved the sale.
This article has been prepared for general information purposes and (1) does not create or constitute an attorney-client relationship, (2) is not intended as a solicitation, (3) is not intended to convey or constitute legal advice, and (4) is not a substitute for obtaining legal advice from a qualified attorney. Always seek professional counsel prior to taking action.