Gannett Extends Tender Offer for ReachLocal, Inc. Until August 8, 2016
August 01 2016 - 4:54PM
Business Wire
Gannett Co., Inc. (NYSE: GCI) ("Gannett" or the "Company") today
announced that Raptor Merger Sub, Inc., a wholly owned subsidiary
of Gannett (the "Purchaser"), has extended its tender offer (the
"Offer") to purchase all of the outstanding shares of ReachLocal,
Inc. ("ReachLocal") at a price per share of $4.60, net to the
holder in cash (less any applicable withholding taxes and without
interest), until 12:00 midnight, New York City time, at the end of
the day on Monday, August 8, 2016, unless further extended.
The Offer has been extended to allow investors time to consider
revised disclosures in an amendment to ReachLocal's
Solicitation/Recommendation Statement on Schedule 14D-9.
The Offer was previously scheduled to expire at 12:00 midnight,
New York City time, at the end of the day on Friday, August 5,
2016. All other terms and conditions of the Offer remain unchanged.
Computershare Trust Company, N.A., the depositary for the Offer,
advised Gannett and the Purchaser that, as of 4:30 p.m., New York
City time, on July 29, 2016, stockholders of ReachLocal had validly
tendered approximately 12,674,083 shares of ReachLocal common
stock, representing approximately 42.09% of outstanding ReachLocal
shares (not counting shares tendered through notice of guaranteed
delivery and not yet delivered).
The Offer is being made in accordance with the previously
announced Agreement and Plan of Merger, dated as of June 27, 2016,
by and among Gannett, the Purchaser and ReachLocal.
ABOUT GANNETT
Gannett Co., Inc. is a next-generation media company committed
to strengthening communities across our network. Through trusted,
compelling content and unmatched local-to-national reach, Gannett
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.
ADDITIONAL INFORMATION
This release does not constitute an offer to buy or a
solicitation of an offer to sell any securities. The offer to
purchase and solicitation of shares is being made solely pursuant
to a tender offer statement on Schedule TO and related exhibits
(including the offer to purchase, the letter of transmittal and
other related documents) that Gannett has filed with the U.S.
Securities and Exchange Commission (the "SEC"). INVESTORS AND
SECURITY HOLDERS OF REACHLOCAL ARE STRONGLY URGED TO READ THESE AND
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders may obtain free copies
of these documents and other documents filed with the SEC by
Gannett through the website maintained by the SEC at
http://www.sec.gov, and from the information agent named in the
tender offer materials.
FORWARD LOOKING STATEMENTS
Certain statements in this release 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 ReachLocal, the
expected timetable for completing or ability to complete the
acquisition and the benefits of the 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, economic conditions affecting
the newspaper publishing business, uncertainties as to how many
ReachLocal shareholders will tender their shares pursuant to the
tender offer, the risk that competing offers will be made, the risk
that shareholder litigation in connection with the acquisition may
result in significant costs of defense, indemnification and
liability, and Gannett's ability to successfully integrate
ReachLocal's operations and employees with Gannett's existing
business. In addition, actual results are subject to other risks
and uncertainties that relate more broadly to Gannett and
ReachLocal's overall businesses, including those more fully
described in Gannett's filings with the SEC, including its annual
report on Form 10-K for the fiscal year ended December 27, 2015 and
its quarterly report on Form 10-Q for the quarter ended March 27,
2016, and those more fully described in ReachLocal's filings with
the SEC, including its annual report on Form 10-K for the fiscal
year ended December 31, 2015 and its quarterly report on Form 10-Q
for the quarter ended March 31, 2016.
You should not unduly rely on forward-looking statements because
actual results could differ materially from those expressed in any
forward-looking statements. In addition, any forward-looking
statement applies only as of the date on which it is made. We do
not plan to, and undertake no obligation to, update any
forward-looking statements to reflect events or circumstances that
occur after the date on which such statements are made or to
reflect the occurrence of unanticipated events.
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version on businesswire.com: http://www.businesswire.com/news/home/20160801006268/en/
Gannett Co., Inc.Investor Contact:Michael DickersonVice
President, Investor Relations & Real
Estate703-854-6185mdickerson@gannett.comorMedia
Contact:Amber AllmanVice President, Corporate Events &
Communications703-854-5358aallman@gannett.com
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