Gannett Co., Inc. (NYSE:GCI) ("Gannett" or the "Company") today
urged Tribune Publishing Company’s (NYSE:TPUB) ("Tribune")
stockholders to “WITHHOLD” their votes in connection with the
election of directors at the Tribune 2016 Annual Meeting of
Stockholders to be held on June 2, 2016. Gannett encourages Tribune
stockholders to deliver a mandate to the Tribune Board that it
should engage constructively with Gannett regarding its $15.00 per
share all-cash premium offer to acquire Tribune. Gannett issued the
following statement:
The Gannett $15.00 per share all-cash premium
offer would provide Tribune stockholders with superior and certain
value for their shares. Gannett continues to believe a strong
“WITHHOLD” vote by Tribune stockholders on Tribune’s nominees would
send a clear message that the Tribune Board should immediately
engage with Gannett in a constructive manner regarding its offer to
acquire Tribune.
Gannett noted that multiple Tribune
stockholders have publicly voiced their objections to the behavior
of Tribune’s Board. A major stockholder, Towle & Co., wrote to
Tribune’s Board: “…[S]tacking the Board and ownership in favor of
one particular view is not good governance. In fact, your brazen
efforts of late have disrupted our belief in fair play. We now
believe your primary interest is self-interest. You have fully
demonstrated a lack of concern for the majority of unaffiliated
shareholders whom we believe want a fair and reasonable transaction
with Gannett.”1
On May 23, 2016, Tribune announced a
transaction in which it issued 4.7 million shares of Tribune common
stock to a single investor and appointed this investor to the
Tribune Board. Since February 2016, the Tribune Board has approved
the issuance of common stock to two stockholders which has
increased the number of outstanding shares by approximately 37
percent. This includes the issuance of 5.2 million shares of
Tribune common stock to an entity controlled by Tribune Chairman
Michael Ferro at $8.50 per share. The Tribune Board did not seek
stockholder approval for either of these issuances. In addition,
since February 2016, two-thirds of the Tribune Board has been
reconstituted with directors who appear to be hand-picked by Mr.
Ferro.
Gannett will review 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.
Gannett’s revised $15.00 all-cash offer represents a premium of
99% 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.
Gannett urges Tribune stockholders to vote the GOLD proxy card
to “WITHHOLD” votes from the election of all eight Tribune
directors: Carol Crenshaw, Justin C. Dearborn, David E. Dibble,
Michael W. Ferro, Jr., Philip G. Franklin, Eddy W. Hartenstein,
Richard A. Reck and Donald Tang.
Stockholders who need assistance in voting their shares or who
have other questions, may contact Innisfree M&A Incorporated,
Gannett’s proxy solicitor, toll-free at (888) 750-5834.
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.
1 Towle & Co., Letter to Tribune Board of Directors, 24 May
2016. None of the persons or entities quoted are a party to or have
endorsed Gannett’s proxy solicitation. Gannett has neither sought
nor obtained the consent of persons or entities to use quotations
in its proxy solicitation.
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version on businesswire.com: http://www.businesswire.com/news/home/20160526005613/en/
FOR MEDIA INQUIRIES: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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