Terms of the Deal

* In the first step of the takeover, Tribune Co. will by mid-April make a cash offer of $95 a share for up to 28 million, or 48%, of Times Mirror’s outstanding shares. That offer is a 98% premium to Times Mirror’s closing stock price of $47.94 on Friday.

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* After the cash offer is completed, each remaining Times Mirror share will be converted into 2.5 shares of Tribune common stock by the end of the third quarter, pending regulatory approvals. The stock swap is planned as a tax-free exchange.

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* At Tribune’s closing stock price of $30.81 on Monday--when the stock fell $6.38 on news of the deal--the value of the stock portion of the offer to Times Mirror shareholders is about $77 a share.

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* Times Mirror shares surged $37.69 to $85.63 on Monday. That price reflects the two-tiered nature of the offer, with the cash portion currently worth more than the stock portion. The value of the stock portion will fluctuate with the price of Tribune stock.