Item 2.01
Completion of Acquisition or Disposition of Assets.
As previously disclosed, on June 27, 2016, Gannett Co., Inc., a Delaware corporation (“
Gannett
”), entered into an Agreement and Plan of Merger (the “
Merger Agreement
”), by and among Gannett, Raptor Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Gannett (the “
Purchaser
”), and ReachLocal, Inc., a Delaware corporation (“
ReachLocal
”). Pursuant to the terms of the Merger Agreement, the Purchaser offered to purchase all outstanding shares of common stock, par value $0.00001 per share, of ReachLocal (the “
Shares
”) at a price per share of $4.60 (the “
Offer Price
”), net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 11, 2016 (the “
Offer to Purchase
”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constituted the “
Offer
”).
The Offer and withdrawal rights expired as scheduled at 12:00 midnight, New York City time, at the end of the day on August 8, 2016 (the “
Expiration Time
”). Computershare Trust Company, N.A., the depositary for the Offer (the “
Depositary
”), advised Gannett and the Purchaser that, as of the Expiration Time, a total of 27,754,605 Shares had been validly tendered into and not properly withdrawn pursuant to the Offer, representing approximately 92.16% of the outstanding Shares. Accordingly, the “Minimum Condition” (as defined in the Offer to Purchase) was satisfied, and, prior to 9:00 a.m. New York City time, on August 9, 2016, the Purchaser accepted for payment all Shares that were validly tendered in, and not withdrawn from, the Offer. Payment for such Shares has been made to the Depositary, which will transmit payments to tendering stockholders in accordance with the terms of the Offer. Additionally, the Depositary advised Gannett and the Purchaser that an additional 28,435 Shares had been tendered by notice of guaranteed delivery, representing approximately 0.09% of the outstanding Shares as of the Expiration Time.
On August 9, 2016, following acceptance of the tendered Shares, the Purchaser merged with and into ReachLocal pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “
DGCL
”), with ReachLocal surviving as a wholly owned subsidiary of Gannett (the “
Merger
”). At the effective time of the Merger (the “
Effective Time
”), each Share issued and outstanding immediately prior to the Effective Time and not tendered pursuant to the Offer (other than Shares held by Gannett, the Purchaser, ReachLocal or any of their respective subsidiaries or Shares held by stockholders who perfect their appraisal rights under Delaware law) was canceled and converted automatically into the right to receive an amount in cash per Share equal to the Offer Price, without interest, less any required withholding taxes.
Gannett paid a total of approximately $165 million (net of cash acquired and without giving effect to related transaction fees and expenses) in the Offer and the Merger. Gannett funded the payments required to complete the Offer and the Merger with cash on hand and immediately available funds under its existing revolving credit facility.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Gannett on June 27, 2016, which is incorporated herein by reference.