For Immediate Release
Contact: Emmis Investor Relations, IR@emmis.com
INDIANAPOLIS, IN — (PR Newswire – July 31, 2023) – Emmis Corporation (OTC: EMMS) (“Emmis”) announced today that its board of directors has declared a special dividend of $0.50 per share of common stock, payable on September 22, 2023, to holders of record as of September 13, 2023. Additionally, Emmis announced that its annual meeting of shareholders will be held at 10:00 a.m. (Eastern) on August 29, 2023, at Emmis’ headquarters building at 40 Monument Circle, Indianapolis, IN 46204.
At the annual meeting, shareholders will be asked to vote upon (i) the election of three directors to Emmis’ board of directors, (ii) a proposal to amend Emmis’ articles of incorporation, principally to permit the redemption of Emmis’ Class A Common Stock at the price of $6.00 per share during the first year following the effective date of the amendment, $6.50 during the second year following the effective date of the amendment, and $7.25 during the third year following the effective date of the amendment, with each price subject to adjustment as will be specified in a proxy statement to be sent to Emmis shareholders in connection with the annual meeting, and (iii) ratification of Ernst & Young, LLP as Emmis’ independent auditor for the fiscal year ended February 29, 2024. The proposed amendment would also require the redemption of the Class A Common Stock if sufficient funds from asset sales and other sources are accumulated in an escrow account during the three-year redemption period to fully fund the applicable redemption price on all Class A Common Stock. Emmis has two classes of Common Stock, with the Class A Common Stock traded on the OTC Market and the Class B Common Stock solely owned by Emmis’ Chairman, CEO and Founder, Jeffrey H. Smulyan. If all the Class A Common Stock is not redeemed by the end of the three-year period, all funds in the escrow account (net of reasonable reserves) would be distributed to shareholders either as a dividend or through a partial redemption of the Class A Common Stock. As a condition to the adoption of the proposed amendments, Mr. Smulyan would enter into a voting agreement pursuant to which he would relinquish his right to block a liquidation of the company if all the Class A Common Stock has not been redeemed by the third anniversary of the effective date of the amendment.
Mr. Smulyan said, “The adoption of these proposed amendments will give us the opportunity to return significant capital to our Class A shareholders and to allow me to work with our management team to grow the company thereafter.”
Additional information will be available to Emmis shareholders through a proxy statement for the annual meeting. This description of the proposed amendments is qualified in its entirety by reference to the information to be contained in the proxy statement. We anticipate commencing the mailing of the proxy statement on or about August 1, 2023.
About Emmis Corporation
Emmis Corporation (formerly Emmis Communications) is a long-time owner and operator of media, sports, entertainment, and other diversified operations, including Lencore, the world leader in high-quality sound masking solutions for offices and other commercial applications; a controlling interest in Digonex, which provides dynamic pricing solutions for attractions, performing arts organizations, and other industries; and Sound That Brands, a Los Angeles-based podcasting studio specializing in branded audio content for national advertisers, as well as one AM and one FM radio station in New York City. Emmis also has an investment in Anzu, the most advanced intrinsic in-game advertising solution for PC, console, mobile, and cloud-based video games.
Forward Looking Statements
This press release includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward looking statements may be identified by the use of words such as “intend”, “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward looking statements include any statements regarding the Company’s strategic and operational plan, including the intention to submit the proposed amendment to shareholders and enter into the voting agreement, and expected financial performance. Forward looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward looking statements. Emmis does not intend, and undertakes no duty, to update this information to reflect future events or circumstances.