Gannett Announces Intent to Solicit “Withhold” Votes Related to Tribune Publishing Company’s 2016 Annual Meeting
May 02 2016 - 6:48AM
Business Wire
Gannett Co., Inc. (NYSE:GCI) ("Gannett" or the "Company") today
announced that it has filed preliminary proxy materials with the
U.S. Securities and Exchange Commission (“SEC”) disclosing its
intent to seek “withhold” votes in connection with Tribune
Publishing Company’s (NYSE: TPUB) ("Tribune") 2016 Annual Meeting
of Stockholders to be held on June 2, 2016. Gannett intends to
solicit “withhold” votes in connection with the election of all
eight nominees to the Tribune Board of Directors as a referendum
that the Tribune Board should substantively engage immediately with
Gannett regarding Gannett’s proposal to acquire Tribune for $12.25
per share in cash. Gannett has also submitted a request for
Tribune’s shareholder records under Section 220 of the Delaware
General Corporation Law to enable Gannett to communicate with
Tribune shareholders regarding the solicitation.
“We intend to give Tribune stockholders the opportunity to send
a clear message to the Tribune Board that its lack of engagement
with our Board and management team regarding our highly compelling,
premium offer for $12.25 per share in cash is unacceptable,” said
Gannett CEO, Robert Dickey. “We remain ready to work constructively
with the Tribune Board and management to negotiate a definitive
merger agreement and quickly complete a transaction that would
provide significant value to both companies’ stakeholders.”
Gannett’s $12.25 per share all-cash proposal to acquire Tribune
represents a 63 percent premium to Tribune’s closing stock price on
April 22, 2016, the day prior to announcing the proposal, a 58
percent premium to the volume weighted average trading price over
the prior 90 days as of April 22, 2016 and a multiple of 5.6x
Tribune's estimated 2016 EBITDA, based on consensus research. The
$12.25 per share offer price also represents a significant premium
to the $8.50 share price at which Tribune recently issued common
shares to its chairman Michael Ferro. The $8.50 share price
represented a discount of $0.50 or six percent from Tribune’s
closing stock price on February 3, 2016, the day prior to the
announcement of Michael Ferro’s investment.
Methuselah Advisors is acting as the exclusive financial advisor
and Skadden, Arps, Slate, Meagher & Flom LLP is serving as
legal counsel.
ABOUT GANNETT
Gannett Co., Inc. (NYSE: GCI) is a new kind of media company
committed to strengthening communities across the nation. Through
trusted, compelling content and unmatched local-to-national reach,
the company touches the lives of more than 100 million people
monthly. With more than 120 markets internationally, it is known
for Pulitzer Prize-winning newsrooms, powerhouse brands such as USA
TODAY and specialized media properties. To connect with us, visit
www.gannett.com.
FORWARD LOOKING STATEMENTS
Certain statements in this communication may be forward looking
in nature or constitute “forward-looking statements” as defined in
the Private Securities Litigation Reform Act of 1995, including
statements regarding the proposed acquisition of Tribune by Gannett
and the benefits of the proposed acquisition. Forward-looking
statements include all statements that are not historical facts and
can typically be identified by words such as “believe,” “expect,”
“estimate,” “predict,” “target,” “potential,” “likely,” “continue,”
“ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,”
“seek,” “anticipate,” “project” and similar expressions, as well as
variations or negatives of these words. Any such statements speak
only as of the date the statements were made and are not guarantees
of future performance. The matters discussed in these
forward-looking statements are subject to a number of risks,
trends, uncertainties and other factors that could cause actual
results and developments to differ materially from those projected,
anticipated or implied in the forward-looking statements. These
factors include, among other things, the ability of Gannett and
Tribune to agree to the terms of the proposed transaction and, in
the event a definitive transaction agreement is executed, the
ability of the parties to obtain any necessary stockholder and
regulatory approvals, to satisfy any other conditions to the
closing of the transaction and to consummate the proposed
transaction on a timely basis, as well as changes in business
strategies, economic conditions affecting the newspaper publishing
business and Gannett’s ability to successfully integrate Tribune’s
operations and employees with Gannett’s existing business.
Additional information regarding risks, trends, uncertainties and
other factors that may cause actual results to differ materially
from these forward-looking statements is available in Gannett’s
filings with the U.S. Securities and Exchange Commission, including
Gannett’s annual report on Form 10-K. Any forward-looking
statements should be evaluated in light of these important risk
factors. Gannett is not responsible for updating or revising any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
ADDITIONAL INFORMATION
Gannett filed a preliminary proxy statement and an accompanying
GOLD proxy card with the U.S. Securities and Exchange Commission
(the “SEC”) on May 2, 2016, which will be used to solicit withhold
votes with respect to the election of all of the director
candidates nominated by Tribune for election at Tribune’s 2016
annual meeting of stockholders. This communication is not a
substitute for such preliminary proxy statement. INVESTORS AND
SECURITY HOLDERS OF TRIBUNE ARE URGED TO READ SUCH PRELIMINARY
PROXY STATEMENT, AND ANY OTHER DOCUMENTS FILED WITH THE SEC WITH
RESPECT TO GANNETT’S SOLICITATION REGARDING TRIBUNE’S 2016 ANNUAL
MEETING OF STOCKHOLDERS IF AND WHEN THEY BECOME AVAILABLE,
CAREFULLY IN THEIR ENTIRETY AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE SOLICITATION. Investors and security
holders will be able to obtain free copies of these documents (if
and when available) and other documents filed with the SEC through
the web site maintained by the SEC at http://www.sec.gov.
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
also relates to a proposal that Gannett has made for a business
combination transaction with Tribune. In furtherance of this
proposal and subject to future developments, Gannett (and, if a
negotiated transaction is agreed, Tribune) may file one or more
proxy statements or other documents with the SEC. This
communication is not a substitute for any proxy statement or other
document Gannett and/or Tribune may file with the SEC in connection
with the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF TRIBUNE ARE URGED TO READ
THE PROXY STATEMENTS OR OTHER DOCUMENTS FILED WITH THE SEC WITH
RESPECT TO THE PROPOSED TRANSACTION CAREFULLY IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive
proxy statement with respect to the proposed transaction (if and
when available) will be mailed to stockholders of Tribune.
Investors and security holders will be able to obtain free copies
of these documents (if and when available) and other documents
filed with the SEC through the web site maintained by the SEC at
http://www.sec.gov.
Gannett and its respective directors, executive officers and
other employees may be deemed to be participants in the
solicitation of proxies with respect to Tribune’s 2016 annual
meeting of stockholders. This communication does not constitute a
solicitation of a proxy from any stockholder with respect to the
proposed transaction. However, Gannett and/or Tribune and their
respective directors, executive officers and other employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. You can find information about
Gannett’s directors and executive officers in Gannett’s definitive
proxy statement for its 2016 annual meeting of stockholders, which
was filed with the SEC on March 23, 2016, and Gannett’s annual
report on Form 10-K for the fiscal year ended December 27, 2015,
which was filed with the SEC on February 25, 2016. You can find
information about Tribune’s directors and executive officers in
Tribune’s definitive proxy statement for its 2016 annual meeting of
stockholders, which was filed with the SEC on April 19, 2016.
Additional information regarding the interests of such potential
participants will be included in one or more proxy statements or
other relevant documents filed with the SEC if and when they become
available. You may obtain free copies of these documents using the
sources indicated above.
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For Media Inquiries:Gannett Co., Inc.Amber Allman,
703-854-5358Vice President, Corporate
Communicationsaallman@gannett.comorJoele Frank, Wilkinson Brimmer
KatcherJoele Frank / Michael Freitag / Ed Trissel,
212-355-4449orFor Investor Inquiries:Michael Dickerson,
703-854-6185Vice President, Investor
Relationsmdickerson@gannett.comorInnisfree M&A IncorporatedArt
Crozier / Jennifer Shotwell / Larry Miller, 212-750-5833
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