Gannett To Review Tribune Publishing Acquisition Proposal After Voting On Director At AGM

Gannett Co. Inc. GCI reacted to Tribune Publishing Company's TPUB decision to reject its offer of $15.00 per share all-cash premium offer to buy the latter. The company believes that Tribune is taking whatever steps that is possible to thwart its acquisition by it. The proposer indicated that it would now wait for its letter to the shareholders seeking withholding of their votes on the directors re-election at its Annual Meeting of Stockholders to be held on June 2.

Gannett said that despite its repeated efforts to engage with Tribune on its offer, the latter continued to take actions that it believed were meant to convey disproportionate control of the enterprise to select stockholders. The company said that it ignore its duties to all the shareholders.

Gannett said that it took into consideration that Tribune issued 4.7 million shares of common stock to a single investor, who would also be inducted to the Tribune Board, at the same price at which Gannett offered to buy all outstanding Tribune common shares. The company believed that this share issuance, when combined with the shares sold to an entity controlled by Tribune Chairman Michael Ferro, gave two members of the Tribune Board an ownership position of about 30 percent. As a result, Tribune again changed the composition of its board without stockholder participation as the newest appointee would not be subject to a stockholder vote for another year.

Gannett urged Tribune stockholders to vote the GOLD proxy card to "WITHHOLD" votes from the election of all eight Tribune directors.