GCI New Gannett Co Inc

Gannett Co. on Monday urged Tribune Publishing Co. shareholders not to back Tribune's slate of director nominees, saying that if shareholders withhold their votes, it will send a "clear signal" that investors want the two companies to engage in merger talks.

Last week, Gannett went public with its proposal to acquire Tribune in a deal valued at about $400 million that would combine titles like USA Today, the Los Angeles Times and Chicago Tribune, as the struggling print news industry increasingly consolidates.

Since Gannett made its bid public last Monday, frustrated at Tribune's lack of response, the situation has turned messy and bitter.

"We believe a withhold vote on the company nominees would send a clear signal that you, as a Tribune stockholder, want your board to engage in a meaningful dialogue with us regarding a possible business combination between our two companies," Gannett said in a filing. Tribune's annual meeting is scheduled for June 2.

A Tribune representative wasn't immediately available for comment.

Tribune officials haven't come out against a deal, but Chief Executive Justin Dearborn has said many top shareholders believe Gannett is lowballing Tribune with its $12.25-a-share offer.

Gannett also said it has submitted a request for Tribune's shareholder records.

"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...is unacceptable," said Gannett Chief Executive Robert Dickey.

Write to Anne Steele at Anne.Steele@wsj.com

(END) Dow Jones Newswires

May 02, 2016 08:35 ET (12:35 GMT)

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