NEW YORK, Jan. 26, 2015 /PRNewswire/ -- Milberg LLP announces that it filed a class action in the U.S. District Court for the Eastern District of Wisconsin (Case No: 2:15-cv-00012) against Journal Communications, Inc. ("Journal") (NYSE: JRN) and its board of directors alleging breach of fiduciary duties and violations of sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and Rule 14a-9 promulgated thereunder, in connection with the dissemination of a false and misleading registration statement relating to the proposed merger between Journal and The E.W. Scripps Company ("Scripps") (NYSE: SSP) (the "Proposed Transaction").
On July 30, 2014, Journal and Scripps announced a Definitive Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which they agreed to merge their broadcast operations and spin off and then merge their newspapers, creating two separately traded public companies. Pursuant to the Merger Agreement, Journal Class A and Class B stockholders will receive 0.5176 shares of Scripps Class A common stock and 0.1950 shares in the new resulting newspaper company Journal Media Group for each share of Journal stock owned. Upon consummation of the Proposed Transaction, Journal stockholders will reportedly own approximately 31% of Scripps' total shares, while Scripps will reportedly own approximately 69%.
Thereafter, on November 20, 2014, the defendants caused a registration statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission, recommending that Journal stockholders vote in favor of the Proposed Transaction. As Milberg's complaint alleges, the Registration Statement misstates and/or omits material information concerning, including, at a minimum: (1) information concerning conflicts of interest and the flawed and unfair process leading to the Proposed Transaction; (2) information necessary to render complete, fair, and accurate the fairness opinions and analyses related thereto issued by the parties' financial advisors (Wells Fargo Securities, LLC and Methuselah Advisors, LLC) in connection with the Proposed Transaction; and (3) information concerning certain projections and their impact on the fairness of the Proposed Transaction to Journal's stockholders.
If you are a holder of Journal common stock and wish to serve as lead plaintiff, you may, no later than March 9, 2015, request that the Court appoint you lead plaintiff. A lead plaintiff is a class member that directs the litigation. Your share in any recovery will not be affected by serving as a lead plaintiff. You do not need to be a lead plaintiff to recover. You may retain Milberg LLP, or other attorneys, for this action, but do not need to retain counsel to recover. If this action is certified as a class action, class members will be automatically represented by Court-appointed counsel.
If you would like to learn more about this matter, please contact the following attorney:
Kent A. Bronson, Esq.
One Pennsylvania Plaza, 49th Fl.
New York, NY 10119-0165
Phone number: (800) 320-5081
Email: [email protected]
SOURCE Milberg LLP