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ION Media Networks, Inc. (AMEX:ION)
(the "Company") today announced that the Court of Chancery of the State
of Delaware in and for New Castle County has denied the plaintiffs'
motion to enjoin the exchange offer and consent solicitation (the
"Exchange Offer") that the Company launched on June 8, 2007, in which
the Company is offering to exchange any and all of its outstanding 13¼%
Cumulative Junior Exchangeable Preferred Stock (currently accruing
dividends at the rate of 14¼%) (the "14¼%
Preferred Stock") and 9¾% Series A
Convertible Preferred Stock (the "9¾%
Preferred Stock", and together with the 14¼%
Preferred Stock, the "Senior Preferred Stock") for newly-issued 11%
Series A Mandatorily Convertible Senior Subordinated Notes due 2013 and,
depending upon participation levels in the Exchange Offer, either
newly-issued 12% Series A-1 Mandatorily Convertible Preferred Stock or
12% Series B Mandatorily Convertible Preferred Stock. As
previously announced, certain holders of the 14¼%
Preferred Stock and the 9¾% Preferred Stock
filed actions seeking to enjoin the Exchange Offer.
The Company has extended the Exchange Offer, which will now expire at
11:59 P.M., New York City time, on Friday, July 13, 2007, unless
extended or terminated. This will permit holders of the Senior Preferred
Stock to have adequate time to consider the new information. The
Exchange Offer was scheduled to expire at 12:01 A.M., New York City
time, on July 11, 2007. As of 12:01 A.M., New York City time, on July
11, 2007, approximately 1,248 shares of 14¼%
Preferred Stock and 1,680 shares of 9¾%
Preferred Stock, respectively, have been tendered in the Exchange Offer.
The complete terms of the Exchange Offer are set forth in the Schedule
TO-I, as amended, the Offer to Exchange and the Letter of Transmittal
and Consent that were each filed with the Securities and Exchange
Commission. Holders of Senior Preferred Stock are encouraged to
carefully read the Schedule TO-I, as amended, the Offer to Exchange, the
Letter of Transmittal and Consent and other related materials because
they contain important information that stockholders should consider
before making any decision with respect to the Exchange Offer.
Stockholders may obtain a free copy of these documents at the website
maintained by the Securities and Exchange Commission at www.sec.gov
or by contacting D.F. King & Co., Inc., the information agent for the
Exchange Offer, at (800) 431-9643.
The securities being offered have not been, and will not be, registered
under the Securities Act of 1933, as amended (the "Securities Act"), and
may not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws. The Company is
relying on Section 3(a)(9) of the Securities Act to exempt the Exchange
Offer from the registration requirements of the Securities Act. This
announcement is not an offer to purchase or an offer to exchange or a
solicitation of acceptance of the offer to exchange, which may be made
only pursuant to the terms of the Offer to Exchange and related Letter
of Transmittal and Consent.
About ION Media Networks
ION Media Networks, Inc. owns and operates the nation's largest
broadcast television station group and ION Television, reaching over 90
million U.S. television households via its nationwide broadcast
television, cable and satellite distribution systems. ION Television
currently features popular TV series and movies from the award-winning
libraries of Warner Bros., Sony Pictures Television, and CBS Television,
among others. ION Media has also partnered with RHI Entertainment, which
owns over 4,000 hours of acclaimed television content, to provide
weekend primetime programming beginning in June 2007. Utilizing its
digital multicasting capability, the company has launched several
digital TV brands, including qubo, a television and multimedia network
for children formed in partnership with several leading media and
entertainment companies, and ION Life, a television and multimedia
network dedicated to health and wellness for consumers and families. For
more information, visit www.ionmedia.tv.