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Summit America to be acquired by E.W. Scripps

(BW) -- Summit America Television, Inc. (Nasdaq:SATH) has reached a definitive agreement for The E.W. Scripps Company (NYSE:SSP) to acquire Summit America, including Summit's 30 percent minority interest in the Shop At Home television retailing network and its five Shop At Home-affiliated broadcast television stations.

To acquire the five television stations and the 30 percent minority interest in Shop At Home, Scripps will pay $4.05 in cash per share, or about $184 million, for approximately 45 million fully-diluted outstanding shares of Summit common stock.

The transaction will be structured as a merger and will result in Scripps attaining 100 percent ownership of the Shop At Home Network. It also would result in Scripps controlling and owning Summit's five television stations which broadcast Shop At Home programming in key major metropolitan markets, including San Francisco, Boston, Cleveland, Bridgeport, Conn., and Raleigh/ Durham, N.C. The five television stations reach about 5.3 million cable television households.

Scripps acquired controlling interest (70 percent) of the Shop At Home Network from Summit in October 2002 for $49.5 million. The Network markets a growing range of consumer goods directly to television viewers and visitors to the Shop At Home Web site, shopathometv.com. Shop At Home reaches about 45 million full-time equivalent U.S. households. Its offices and studio facilities are located in Nashville, Tennessee.

As part of the transaction, Scripps has agreed to forego repayment of a $47.5 million secured loan that Scripps extended to Summit as part of the 2002 acquisition of Shop At Home. Scripps also has agreed to forego redemption of $3 million in Summit preferred stock that Scripps holds, bringing the total consideration of the transaction to about $235 million.

The five television stations that will be acquired are KCNS, Channel 38, San Francisco; WMFP, Channel 62, Boston; WOAC, Channel 67, Cleveland; WSAH, Channel 43, Bridgeport; and WRAY, Channel 30, Raleigh/Durham.

The transaction requires approval by Summit shareholders and appropriate federal regulatory agencies. Assuming no unusual delays in securing the required approvals, the transaction should be completed by June 2004.

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