GCI New Gannett Co Inc

Tribune Publishing Inc. Chief Executive Justin C. Dearborn said its board is reviewing Gannett Co.'s roughly $400 million takeover offer but criticized the USA Today owner for "playing games" during the proposal process.

Mr. Dearborn added that Gannett is being "erratic and unreliable" in a letter dated Monday to Gannett that Tribune Publishing made public in a regulatory filing Tuesday.

"We do not understand why you found our response to your proposal to be inadequate," Mr. Dearborn said, adding that he had personally engaged with Gannett CEO Robert Dickey "numerous times both in writing and via phone" before Gannett went public Monday with its offer.

Gannett's Mr. Dickey responded Tuesday in a letter, obtained by The Wall Street Journal, that he was "heartened" to hear that Tribune was considering its proposal.

On Monday, Gannett said it had offered to acquire Tribune Publishing in a deal valued at about $400 million—or $815 million, including debt—that would combine titles like the USA Today, Los Angeles Times and Chicago Tribune. Tribune said then that it has hired advisers which are helping it review the offer and would "respond to Gannett as quickly as feasible."

Mr. Dearborn said in his letter that Tribune responded "promptly" following Gannett's initial letter on April 12. He said representatives of Tribune Publishing agreed to have dinner with representatives of Gannett on April 18 in Washington, D.C., but Gannett canceled that meeting without offering a reason.

Mr. Dickey said that April 18 dinner was "scheduled well before our offer was made and was a social dinner" at a Newspaper Association of America conference, where "no substantive discussion could have taken place."

Mr. Dickey said that Gannett had closed its acquisition of Journal Media Group around the same time as the conference and instead decided to host a dinner to welcome executives from Journal Media—which he said Tribune Publishing knew.

A Tribune Publishing representative wasn't immediately available to comment on Mr. Dickey's response.

In his letter, Mr. Dearborn said, "We made every effort to establish open lines of communication and maintain a constructive dialogue," but that "Gannett has been playing games."

He said the board will still "fully assess" Gannett's proposal.

Gannett is offering $12.25 in cash for each share of Tribune, a 63% premium to the stock's closing price Friday. Shares of Tribune Publishing jumped 53% Monday to $11.50.

Write to Joshua Jamerson at joshua.jamerson@wsj.com

(END) Dow Jones Newswires

April 26, 2016 09:15 ET (13:15 GMT)

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