Tribune Publishing Spurns Revised Gannett's Unsolicited Takeover Proposal

Tribune Publishing Co. TPUB revealed that its Board has completely evaluated the revised proposal by Gannett Co., Inc's GCI unsolicited offer to acquire all of Tribune Publishing for $15.00 per share in cash. According to its press statement, the Board rejected the Gannett proposal again as not in the best interests of its shareholders.

However, the turning point is that Tribune Publishing invited Gannett to agree to a mutual Non-Disclosure Agreement. As a result, the two parties could engage in due diligence, as well as discussions to evaluate whether a transaction could be negotiated in the best interest of its shareholders. However, this doesn't mean that the negotiation could lead to an agreement.

The company's CEO, Justin Dearborn, said, "The Gannett $15.00 per share proposal for all of Tribune is clearly inadequate as a control investment in Tribune and, as ISS has pointed out, our Board 'has grounds to decline to engage' on Gannett's proposal. We remain unrelenting in our pursuit of value whether on a standalone basis or through a transaction, and believe the $70.5 million growth capital investment announced today from Nant Capital – making Nant Tribune's second largest shareholder – will support Tribune's transformation strategy."

He added, "We continue to have serious doubts about Gannett's ability to enter into a transaction – especially when you consider its approximate $650 million pension and OPEB liability - that makes sense for Tribune and its stakeholders. However, we stand ready to work with Gannett to assess whether there is a path forward that will create more value for both sets of shareholders. We have no preconceived ideas about where these discussions might lead, but the Board is committed to engaging further in an effort to identify potential additional value for the Company's shareholders."

Dearborn continued to add, "Regardless of the outcome of the discussions with Gannett, we are confident that we have the right strategic plan in place to leverage technology and effectively monetize our world class content. We are focused on taking the necessary steps to transform our business in response to the massive changes that have overtaken the publishing industry, supporting our outstanding journalists and, above all, creating superior value for our shareholders."

Tribune publishing said the Board has set no timetable for concluding the discussions. Goldman, Sachs & Co. and Lazard were acting as financial advisors and Kirkland & Ellis LLP was acting as legal advisor to Tribune Publishing.

Tribune traded 17.01 percent in the pre-market.