UPDATE: Gannett Issues Release Commenting on Support of Tribune Publishing Holders for Co.'s Offer to Acquire Tribune

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Gannett Co., Inc.
GCI
("Gannett" or the "Company") today announced that, based on the advice of its proxy solicitor, it believes the shares voted that are unaffiliated with Tribune Publishing Company
TPUB
("Tribune") or its Chairman Michael Ferro were cast as follows at the Tribune annual meeting of stockholders: Approximately 49% withheld their support from the entire slate of director nominees; More than 50% withheld their support from Mr. Ferro, Tribune's Chief Executive Officer Justin Dearborn and Director Eddy Hartenstein; Approximately 58% withheld their support from the election of two other director nominees, David Dibble and Philip Franklin; Five of eight director nominees received less than 50% support; and Four of Tribune's largest independent stockholders withheld support from Tribune's director nominees. Gannett noted that only three of the eight director nominees standing for election, Messrs. Ferro, Dearborn and Franklin, were in attendance at the annual meeting. Gannett appreciates Tribune stockholders' willingness to withhold their votes to urge Tribune to negotiate in good faith with Gannett regarding its $15.00 per share all-cash premium offer to acquire Tribune. Due to Tribune's plurality voting provision in its corporate bylaws, only a single affirmative vote is necessary for each Tribune nominee to be elected to the Tribune Board. At the meeting held today, Michael Dickerson, Vice President of Investor Relations & Real Estate at Gannett, addressed Tribune stockholders with the following statement: Good morning. My name is Michael Dickerson. I am the Vice President of Investor Relations and Real Estate for Gannett. Thank you for the opportunity to speak here today. First and foremost, let me convey Gannett's respect for the outstanding journalism and service Tribune employees provide to the communities they serve. Our admiration for Tribune's great work is what prompted Gannett's interest in acquiring Tribune and its 11 iconic daily publications. We appreciate the support of many Tribune shareholders for withholding their votes today, and thereby expressing their desire for Tribune to constructively engage with Gannett on our $15.00 all-cash premium offer. Despite our efforts to engage in a customary transaction process, the Tribune Board has regrettably taken a series of steps to prevent our proposal from moving forward. For the record, we never intended to engage in a public fight for Tribune. Instead we anticipated having constructive discussions with your Board. However, rather than engaging with Gannett, the Tribune board has adopted an unproven strategy, implemented various delay tactics and ultimately effected a transaction that significantly diluted Tribune's outstanding shares. Gannett leads the US publishing business in circulation, operational expertise and innovation. While we believe Gannett and Tribune both value the importance of preserving local, independent investigative journalism, Gannett has a clearly defined path forward. Through our national-to-local USA TODAY NETWORK strategy, we are coupling ambitious editorial goals with the technology and digital innovations needed to support that journalism. At the same time, Gannett is quickly developing new products that respond to consumers' demands for greater coverage in new and exciting ways. The foundation of these efforts is built upon well-developed sales, distribution and content management systems that would bring immediate value to Tribune publications. Integrating Tribune publications on Presto, our proprietary content management system that enables nation-wide collaboration among our journalists and delivers increasingly personalized content, is only one example of the synergies and efficiencies that our proposed acquisition could achieve. The opportunities and challenges of the publishing industry's digital transformation demand an immediate response. Today, scale and efficiency are crucial to preserving the profitability needed to invest in great journalism and content. Gannett has the scale to succeed independently well into the future. An acquisition of Tribune would better position Tribune's worthy publications to withstand the ongoing industry challenges. Can Tribune navigate these challenges alone? We do not believe so. Gannett continues to have faith in the value of all of Tribune's assets as part of Gannett. Our $15.00 per share offer would deliver superior and certain value for Tribune's owners at a tumultuous time for the Company. Again, we appreciate the support for our proxy proposal. Thank you for your time today. Gannett is reviewing 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. Methuselah Advisors is acting as the exclusive financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel.
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