Attached files
file | filename |
---|---|
8-K - FORM 8-K - Gannett Co., Inc. | d357129d8k.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Gannett Responds to Tribune Publishing Companys May 4, 2016 Rejection of All-Cash,
Premium Proposal
Reiterates Commitment to the Transaction
Intends to Solicit Withhold Votes in Order to Advance Shareholders Interests
Calls for Disclosure of Support for Tribune Boards Recent Decision to
Issue Shares to Tribune Chairman at $8.50 Per Share
MCLEAN, Va. May 04, 2016 Gannett Co., Inc. (NYSE: GCI) (Gannett or the Company) today commented on Tribune Publishing Companys (NYSE: TPUB) (Tribune) May 4, 2016 rejection of Gannetts highly compelling, all-cash premium proposal to acquire the entire Tribune company for $12.25 per share.
The purportedly comparable trading values and comparable acquisition multiples presented in the Tribune rejection letter on May 4, 2016 are misleading because they are based on inappropriate selections of public companies and transactions. If Tribunes Board and advisors view Gannetts $12.25 per share proposal to be undervalued, the Tribune Board should release its analysis to Tribune shareholders to justify its issuance of shares to Michael Ferro at $8.50 per share in February 2016.
John Jeffry Louis, Chairman of the Gannett Board of Directors, said, This announcement reaffirms our concern from the outset that Tribunes Board never intended to engage with us, necessitating that we make our proposal public. It is unfortunate that Tribunes Board would deny their shareholders this compelling, immediate and certain cash value by rejecting our offer without making a counterproposal or otherwise negotiating or providing any constructive feedback. Our requests for access to due diligence that may enable us to improve our proposal continue to be denied to the detriment of Tribunes stockholders. Gannett has the financial capacity to fund this all-cash offer and our Board and management team are ready to negotiate a transaction with Tribune and committed to making this a reality. We have initiated a proxy campaign to solicit withhold votes in connection with the election of all eight nominees to the Tribune Board. This campaign will allow all Tribune stockholders the opportunity to send a clear message to Tribunes Board that it should substantively engage with Gannett regarding its proposal. Send a clear message to the Tribune Board: Vote WITHHOLD for each nominee.
Robert J. Dickey, President and Chief Executive Officer of Gannett, said, Gannett believes in the importance of journalistic excellence, local editorial independence, high standards and integrity. We are committed to investing the resources necessary to ensure that the communities Tribune serves have access to outstanding journalistic content for years to come. Furthermore, our track record demonstrates that Gannett is committed to maintaining journalistic independence and brand identity at all of our current and future publications. A combination with Tribune would strengthen the flagship brands of both companies. Gannett is best positioned to advance Tribunes publications and journalism as Gannetts strategy to grow the USA TODAY NETWORK would seamlessly extend to Tribune.
Gannetts $12.25 per share all-cash proposal to acquire all of Tribune assets represents a 63 percent premium to Tribunes closing stock price on April 22, 2016, the day prior to announcing the proposal and a 58 percent premium to the volume weighted average trading price over the past 90 days. The $12.25 per share offer price also represents a significant premium to the $8.50 share price at which Tribune recently issued common shares to its chairman Michael Ferro. The $8.50 share price represented a discount of $0.50 or six percent from Tribunes closing stock price on February 3, 2016, the day prior to the announcement of Michael Ferros investment.
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 new kind of 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 Gannetts ability to successfully integrate Tribunes operations and employees with Gannetts 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 Gannetts filings with the U.S. Securities and Exchange Commission, including Gannetts 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
Gannett filed a preliminary proxy statement and an accompanying GOLD proxy card with the U.S. Securities and Exchange Commission (the SEC) on May 2, 2016, which will be used to solicit withhold votes with respect to the election of all of the director candidates nominated by Tribune for election at Tribunes 2016 annual meeting of stockholders. This communication is not a substitute for such preliminary proxy statement. INVESTORS AND SECURITY HOLDERS OF TRIBUNE ARE URGED TO READ SUCH PRELIMINARY PROXY STATEMENT, AND ANY OTHER DOCUMENTS FILED WITH THE SEC WITH RESPECT TO GANNETTS SOLICITATION REGARDING TRIBUNES 2016 ANNUAL MEETING OF STOCKHOLDERS IF AND WHEN THEY BECOME AVAILABLE, CAREFULLY IN THEIR ENTIRETY AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE SOLICITATION. 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 an offer to buy or solicitation of an offer to sell any securities. This communication also 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.
Gannett and its respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies with respect to Tribunes 2016 annual meeting of stockholders. 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 Gannetts directors and executive officers in Gannetts definitive proxy statement for its 2016 annual meeting of stockholders, which was filed with the SEC on March 23, 2016, and Gannetts 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 Tribunes directors and executive officers in Tribunes 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.
CONTACT:
FOR MEDIA INQUIRIES:
Amber Allman, 703-854-5358
Vice President, Corporate Communications
aallman@gannett.com
or
Joele Frank, Wilkinson Brimmer Katcher
Joele Frank / Michael Freitag / Ed Trissel, 212-355-4449
FOR INVESTOR INQUIRIES:
Michael Dickerson, 703-854-6185
Vice President, Investor Relations
mdickerson@gannett.com
or
Innisfree M&A Incorporated
Art Crozier / Jennifer Shotwell / Larry Miller, (212) 750-5833