To: Galirayo who wrote (21934 ) 1/18/2007 1:52:45 PM From: ACAN Read Replies (1) | Respond to of 23958 Ray' [ION} DOW JONES NEWSWIRES General Electric Co.'s (GE) NBC Universal Inc. unit said Thursday that it has proposed to ION Media Networks Inc. (ION) a deal under which holders of ION Class A common stock who tender their shares would get $1.41 a share in cash. The proposed deal, which is related to NBC Universal's November 2005 call agreement with West Palm Beach, Fla., network broadcaster ION (formerly Paxson CommunicatIONs), will involve transferring a call agreement to investment firm Citadel L.P. ION shares recently traded up nearly 65%, at $1.02 each. Under the call agreement, NBC, which has an 86.5% stake in ION, holds the right to buy ION Class A and Class B common stock that is beneficially owned by company founder Lowell W. Paxson and certain affiliates. NBC said the proposed transactION is the result of extensive negotiatIONs with Citadel and is designed to balance the objectives of NBC, Citadel and ION. Under the proposed transactION, holders of ION's Class A common stock who tender their shares would receive $1.41 a share in cash, as of Wednesday, with the exact amount to be determined by a formula under the call agreement. Holders of ION's 14.25% and 9.75% preferred stock would also have the opportunity to exchange their securities at their optION for newly issued ION subordinated debt, according to a Thursday filing with the Securities and Exchange CommissION. NBC said the transactION would "significantly reduce fixed claims" in ION's capital structure and "simplify" its ownership structure. If ION's board doesn't approve the proposed transactION by March 31, NBC will have a right to terminate the exclusivity period, the filing said. In the event NBC exercises its terminatION right, the exclusivity period will no longer be applicable to Citadel and it will have a right of first refusal, until May 7, regarding any transactION NBC or its affiliates intend to enter. -Brian Coyle, Dow Jones Newswires; 202-862-3545