The E.W. Scripps Company moved decisively Monday to block an apparent hostile takeover attempt by Sinclair, Inc., adopting a limited-duration shareholder rights plan widely known as a poison pill just days after Sinclair publicly disclosed an unsolicited, non-binding proposal to acquire the company.
The defensive measure, approved unanimously by Scripps’ board of directors, is designed to prevent any party from gaining control of the company without board approval or paying what the board deems full and fair value to all shareholders. The rights plan takes effect immediately and will expire in one year on November 26, 2026, unless terminated earlier by the board.
Industry sources confirmed that the unsolicited proposal came from Hunt Valley, Maryland-based Sinclair, the nation’s largest owner of local television stations. Sinclair has been aggressively expanding its footprint in recent years through a series of acquisitions and joint operating agreements. The Maryland company already owns or operates nearly 200 stations reaching approximately 40 percent of U.S. television households, and adding Scripps’ 61 stations in 41 markets would create the dominant local TV broadcaster in the country by a wide margin.
Under the terms of the newly adopted rights plan, Scripps will distribute one preferred-share purchase right as a dividend on each outstanding Class A common share and each common voting share to shareholders of record as of December 8, 2025. The rights initially trade with the underlying shares and remain dormant unless triggered.
The rights become exercisable only if any person or group acquires beneficial ownership of 10 percent or more of Scripps’ Class A common shares without board approval. Once triggered, every rights holder except the acquiring party would be entitled to buy additional Scripps Class A shares at half the prevailing market price, dramatically diluting the acquirer’s stake and making a hostile takeover prohibitively expensive. A similar flip-over provision would apply if Scripps were subsequently merged into another company, allowing rights holders to purchase stock of the surviving entity at a 50 percent discount.
Current shareholders who already own 10 percent or more of the Class A shares as of the announcement date are grandfathered at their existing level, but the rights would still trigger if they increase their stake by even 0.10 percent without board consent. The board retains the ability to redeem the rights for a nominal $0.001 per right at any time before an unwanted party crosses the 10 percent threshold.
The swift adoption of the poison pill leaves little doubt that Scripps views Sinclair’s approach as inadequate and potentially coercive. By implementing the defense, the board gains critical time to evaluate the Sinclair proposal, solicit competing offers, or pursue alternative strategies such as asset sales, a standalone restructuring plan.
The move marks the latest chapter in a long and often contentious relationship between the two broadcast giants. Sinclair previously attempted to acquire Scripps’ larger rival Tribune Media in 2017–2018, only to see that deal collapse amid regulatory scrutiny. Scripps itself has been transforming from a newspaper-focused company into a national leader in local television news through acquisitions including the 2015 purchase of Journal Communications’ broadcast assets and the 2021 acquisition of Ion Media.
Shares of The E.W. Scripps Company rose sharply in early trading Monday following the rights-plan announcement, signaling investor confidence that the board will extract maximum value in any eventual transaction. Sinclair has not yet commented publicly on the adoption of the poison pill.
With the rights plan now in place, any path forward for Sinclair will almost certainly require direct negotiation with the Scripps board rather than a creeping accumulation of shares or a direct tender offer to shareholders. The one-year clock on the defense gives Scripps significant leverage as it weighs its next steps in what has quickly become one of the most closely watched takeover battles in the media sector.
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