Tribune Publishing Confirms Receipt of Unsolicited Proposal from Gannett
April 25 2016 - 8:13AM
Business Wire
Tribune Publishing Co. (NYSE: TPUB) today confirmed that it has
received an unsolicited proposal, with numerous contingencies, from
Gannett Co., Inc. (NYSE: GCI) on April 12, 2016 to acquire all
outstanding shares of Tribune Publishing common stock for $12.25
per share in cash.
On receiving the April 12 proposal, the Company communicated by
telephone to Gannett that the Board of Directors would engage
financial and legal advisors to assist it in reviewing the
proposal. On April 22, Tribune Publishing’s Board sent a letter to
Gannett indicating it was finalizing engagements with Goldman,
Sachs & Co. and Lazard as financial advisors and Kirkland &
Ellis LLP as legal advisor. The Board is now engaged, with the
assistance of its advisors, in a thorough review. The Board is
committed to acting in the best interests of shareholders and will
respond to Gannett as quickly as feasible.
Since the beginning of 2016, Tribune Publishing has been
undertaking a transformation and has made significant
organizational changes. The Company, which has a new Board chair,
CEO and CFO, is focused on executing a content-first strategy. This
strategy centers on using innovative technology to leverage Tribune
Publishing’s valuable content and distribution channels. The
Company plans to increase agility and drive innovation while
driving efficiencies and reducing costs. Among other recent key
initiatives, the Company has added new talent with expertise in
technology and key industry verticals to identify and drive
customer transactions. With a focused strategy, unmatched
collection of award-winning content and brands, and the right
leadership team in place, Tribune Publishing is well-positioned to
create value for shareholders.
Cautionary Statements Regarding Forward-looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 that involve
risks and uncertainties, including, without limitation, statements
regarding Tribune Publishing’s strategy, plans and initiatives.
Statements containing words such as “may,” “believe,” “anticipate,”
“expect,” “intend,” “plan,” “project,” “will,” “projections,”
“continue,” “business outlook,” “estimate,” “outlook,” or similar
expressions constitute forward-looking statements. Differences in
Tribune Publishing's actual results from those described in these
forward-looking statements may result from actions taken by Tribune
Publishing as well as from risks and uncertainties beyond Tribune
Publishing’s control. These risks and uncertainties include
competition and other economic conditions including fragmentation
of the media landscape and competition from other media
alternatives; changes in advertising demand, circulation levels and
audience shares; the Company’s ability to develop and grow its
online businesses; the Company’s reliance on revenue from printing
and distributing third-party publications; macroeconomic trends and
conditions; the Company’s ability to adapt to technological
changes; the Company’s ability to realize benefits or synergies
from acquisitions or divestitures or to operate its businesses
effectively following acquisitions or divestitures; the Company’s
success in implementing expense mitigation efforts; the Company’s
ability to attract and retain employees; changes in newsprint
prices; the Company’s reliance on third-party vendors for various
services; adverse results from litigation, governmental
investigations or tax-related proceedings or audits; the Company’s
ability to satisfy pension and other postretirement employee
benefit obligations; changes in accounting standards; the effect of
labor strikes, lockouts and labor negotiations; regulatory and
judicial rulings; the Company’s indebtedness and ability to comply
with debt covenants applicable to its debt facilities; the
Company’s ability to satisfy future capital and liquidity
requirements; the Company’s ability to access the credit and
capital markets at the times and in the amounts needed and on
acceptable terms; and other events beyond the Company’s control
that may result in unexpected adverse operating results. The
Company’s actual results could also be impacted by the other risks
detailed from time to time in its publicly filed documents,
including in Item 1A (Risk Factors) of its most recent Annual
Report on Form 10-K, in its Quarterly Report on Form 10-Q and in
other reports filed with the Securities and Exchange Commission.
The Company undertakes no obligation to publicly update or revise
any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by
law.
About Tribune Publishing:
Tribune Publishing Company (NYSE:TPUB) is a diversified media
and marketing-solutions company that delivers innovative
experiences for audiences and advertisers across all platforms. The
company’s diverse portfolio of iconic news and information brands
includes 11 award-winning major daily titles, more than 60 digital
properties and more than 180 verticals in markets, including Los
Angeles; San Diego; Chicago; South Florida; Orlando; Baltimore;
Carroll County and Annapolis, Md.; Hartford, Conn.; Allentown, Pa.,
and Newport News, Va. Tribune Publishing also offers an array of
customized marketing solutions, and operates a number of niche
products, including Hoy, El Sentinel and VidaLatina, making Tribune
Publishing the country’s largest Spanish-language publisher.
Tribune Publishing Company is headquartered in Chicago.
(TPUB-F)
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version on businesswire.com: http://www.businesswire.com/news/home/20160425005744/en/
Tribune Publishing Co.Investor Contacts:Kimbre
Neidhart, 469-528-9366kneidhart@tribpub.comorTom
Germinario/Kristian Klein/Ed McCarthy, 212-269-5550orPress
Contacts:Dana Meyer, 312-222-3308dmeyer@tribpub.comorBryan
Locke/Robin Weinberg/Jenny Gore, 312-895-4700
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