Gannett Co., Inc. (NYSE:GCI) ("Gannett" or the "Company") today
issued the following statement regarding its $15.00 per share
all-cash, no financing contingency, premium offer to acquire
Tribune Publishing Company (NYSE:TPUB) (soon to be renamed “tronc”)
("Tribune").
Gannett thanks the stockholders of Tribune
for their historic, substantial support for its “WITHHOLD” vote at
the Tribune Publishing 2016 annual meeting. The final results
confirm the conclusions Gannett drew in its June 2, 2016 press
release, including that five of eight Tribune directors received
less than 50 percent support from shares voted that are
unaffiliated with Tribune or its Chairman Michael Ferro.
Gannett values the 11 iconic newspapers of
Tribune and has determined to keep its offer in place as it
evaluates various near-term developments, including the Tribune
second quarter 2016 financial results, which are expected in
August.
Gannett continues to believe that the Tribune
Board should engage constructively with Gannett toward negotiating
a merger agreement that benefits both companies’ stockholders.
Gannett also believes it is imperative for due diligence to occur
soon given the apparent rapid series of changes taking place inside
Tribune that may diminish the value of Tribune to Gannett.
Gannett urges Tribune to stop delaying
constructive negotiations by insisting on limiting conditions in
its non-disclosure agreement (NDA). Gannett is ready to sign a
customary NDA for an all-cash transaction of this type that will
not have a financing contingency – similar to the version sent to
Tribune in April – and does not limit its options to submit an
offer directly to Tribune stockholders. Gannett believes that
maintaining this flexibility is important in light of the continued
opposition to Gannett’s offer from Tribune’s Ferro-led board.
Gannett’s $15.00 all-cash, no financing contingency offer
represents a premium of 99 percent to the $7.52 closing price of
Tribune’s common stock on April 22, 2016, the last trading day
before Gannett publicly announced its initial offer for Tribune.
The $15.00 per share offer also represents a 76 percent premium to
the $8.50 share price at which Tribune recently issued common stock
to an entity controlled by Michael Ferro.
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/20160607006006/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,
212-355-4449FOR INVESTOR INQUIRIES:Gannett Co., Inc.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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