Gannett Completes Acquisition of ReachLocal, Inc.
August 09 2016 - 10:30AM
Business Wire
Gannett Co., Inc. (NYSE: GCI) ("Gannett" or the "Company")
announced today that it has completed the previously announced
acquisition of ReachLocal, Inc. ("ReachLocal"). ReachLocal, a
leader in powering online marketing, helps local businesses grow
and operate their business better with leading technology and
expert service providing digital lead generation, advertising,
marketing, web presence and other digital solutions.
"Today marks an important milestone in Gannett's transformation
and leadership in digital media," said Robert Dickey, Gannett
president and chief executive officer. "The addition of
ReachLocal's market-leading digital marketing services and
solutions will increase our overall digital revenues by roughly 50%
and we expect that our overall digital revenues will now approach
$1 billion in 2017. We expect that in its first full year of
operations following the acquisition, ReachLocal will be
approximately neutral to our earnings per share, and slightly
accretive in the second full year." Sharon Rowlands, ReachLocal CEO
added "ReachLocal is focused on building the best digital marketing
solutions to help local businesses achieve their goals, and we are
excited to accelerate this strategy around the globe with
Gannett."
Details of Tender Offer and Merger
Gannett completed the acquisition at a price per share of $4.60,
net to the holder in cash (less any applicable withholding taxes
and without interest) through a tender offer followed by a merger.
The tender offer expired at 12:00 midnight, New York City time, at
the end of the day on August 8, 2016. Computershare Trust Company,
N.A., the depositary for the tender offer, advised that, as of the
expiration of the tender offer, a total of 27,754,605 shares had
been tendered into and not withdrawn from the tender offer,
representing approximately 92.16% of ReachLocal's outstanding
shares. Additionally, the depositary advised that an additional
28,435 shares had been tendered by notice of guaranteed delivery,
representing approximately 0.09% of ReachLocal's outstanding
shares. All validly tendered shares were accepted for payment,
which will be made in accordance with the terms of the tender
offer.
Subsequently, Raptor Merger Sub, Inc., a wholly owned subsidiary
of Gannett, merged with and into ReachLocal with ReachLocal
continuing as the surviving corporation. The merger was completed
without a vote of ReachLocal stockholders pursuant to Section
251(h) of the Delaware General Corporation Law. In the merger, each
remaining share of ReachLocal that was not validly tendered,
subject to several exceptions specified in the tender offer, was
canceled and converted into the right to receive the same price per
share of $4.60 in cash (less any applicable withholding taxes and
without interest) that was paid in the tender offer. As a result of
the merger, ReachLocal is now a wholly owned subsidiary of
Gannett.
ReachLocal's shares will cease trading on the NASDAQ Global
Select Market before the market opens on August 10, 2016, and will
no longer be listed.
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, in addition to its full suite of
digital marketing services. To connect with us,
visit www.gannett.com.
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 benefits of the acquisition of ReachLocal.
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 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 June 26, 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160809005939/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
New Gannett (NYSE:GCI)
Historical Stock Chart
From Mar 2024 to Apr 2024
New Gannett (NYSE:GCI)
Historical Stock Chart
From Apr 2023 to Apr 2024