Gannett Co., Inc. (NYSE: GCI) ("Gannett" or the "Company") today
announced that, based on the advice of its proxy solicitor, it
believes the shares voted that are unaffiliated with Tribune
Publishing Company (NYSE: TPUB)("Tribune") or its Chairman Michael
Ferro were cast as follows at the Tribune annual meeting of
stockholders:
- Approximately 49% withheld their
support from the entire slate of director nominees;
- More than 50% withheld their support
from Mr. Ferro, Tribune’s Chief Executive Officer Justin Dearborn
and Director Eddy Hartenstein;
- Approximately 58% withheld their
support from the election of two other director nominees, David
Dibble and Philip Franklin;
- Five of eight director nominees
received less than 50% support; and
- Four of Tribune’s largest independent
stockholders withheld support from Tribune’s director
nominees.
Gannett noted that only three of the eight director nominees
standing for election, Messrs. Ferro, Dearborn and Franklin, were
in attendance at the annual meeting.
Gannett appreciates Tribune stockholders’ willingness to
withhold their votes to urge Tribune to negotiate in good faith
with Gannett regarding its $15.00 per share all-cash premium offer
to acquire Tribune. Due to Tribune’s plurality voting provision in
its corporate bylaws, only a single affirmative vote is necessary
for each Tribune nominee to be elected to the Tribune Board.
At the meeting held today, Michael Dickerson, Vice President of
Investor Relations & Real Estate at Gannett, addressed Tribune
stockholders with the following statement:
Good morning. My name is Michael Dickerson. I
am the Vice President of Investor Relations and Real Estate for
Gannett. Thank you for the opportunity to speak here today.
First and foremost, let me convey Gannett’s
respect for the outstanding journalism and service Tribune
employees provide to the communities they serve. Our admiration for
Tribune’s great work is what prompted Gannett’s interest in
acquiring Tribune and its 11 iconic daily publications.
We appreciate the support of many Tribune
shareholders for withholding their votes today, and thereby
expressing their desire for Tribune to constructively engage with
Gannett on our $15.00 all-cash premium offer. Despite our efforts
to engage in a customary transaction process, the Tribune Board has
regrettably taken a series of steps to prevent our proposal from
moving forward.
For the record, we never intended to engage
in a public fight for Tribune. Instead we anticipated having
constructive discussions with your Board. However, rather than
engaging with Gannett, the Tribune board has adopted an unproven
strategy, implemented various delay tactics and ultimately effected
a transaction that significantly diluted Tribune’s outstanding
shares.
Gannett leads the US publishing business in
circulation, operational expertise and innovation. While we believe
Gannett and Tribune both value the importance of preserving local,
independent investigative journalism, Gannett has a clearly defined
path forward. Through our national-to-local USA TODAY NETWORK
strategy, we are coupling ambitious editorial goals with the
technology and digital innovations needed to support that
journalism.
At the same time, Gannett is quickly
developing new products that respond to consumers' demands for
greater coverage in new and exciting ways. The foundation of these
efforts is built upon well-developed sales, distribution and
content management systems that would bring immediate value to
Tribune publications. Integrating Tribune publications on Presto,
our proprietary content management system that enables nation-wide
collaboration among our journalists and delivers increasingly
personalized content, is only one example of the synergies and
efficiencies that our proposed acquisition could achieve.
The opportunities and challenges of the
publishing industry’s digital transformation demand an immediate
response. Today, scale and efficiency are crucial to preserving the
profitability needed to invest in great journalism and content.
Gannett has the scale to succeed independently well into the
future. An acquisition of Tribune would better position Tribune’s
worthy publications to withstand the ongoing industry
challenges.
Can Tribune navigate these challenges alone?
We do not believe so. Gannett continues to have faith in the value
of all of Tribune’s assets as part of Gannett. Our $15.00 per share
offer would deliver superior and certain value for Tribune's owners
at a tumultuous time for the Company.
Again, we appreciate the support for our
proxy proposal. Thank you for your time today.
Gannett is reviewing whether to proceed with its acquisition
offer taking into account the results of the “withhold” vote at
Tribune’s 2016 Annual Meeting and the latest Tribune actions,
including its response to Gannett’s $15.00 per share offer.
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 next-generation 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
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
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.
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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version on businesswire.com: http://www.businesswire.com/news/home/20160602006454/en/
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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