Revised Offer Represents a 99 Percent Premium
to Tribune’s April 22, 2016 Closing Stock Price
Gannett Co., Inc. (NYSE:GCI) ("Gannett") today announced that it
has increased its all-cash, premium offer to acquire Tribune
Publishing Company (NYSE: TPUB) ("Tribune") to $15.00 per share
from $12.25 per share, subject to due diligence. The revised offer
represents a premium of 99% to Tribune’s closing price of $7.52 per
share on April 22, 2016, the last trading day before Gannett
publicly announced its initial offer for Tribune. The total value
of the revised offer is approximately $864 million, including the
assumption of certain Tribune liabilities, which include
approximately $385 million of debt outstanding as of March 27,
2016.
John Jeffry Louis, Chairman of the Gannett Board of Directors,
said, “Our increased offer demonstrates our commitment to engaging
in serious and meaningful negotiations with the Tribune Board to
reach a mutually agreeable transaction where Gannett acquires all
of Tribune. It is evident from our discussions with Tribune
shareholders that there is overwhelming support for the companies
to engage immediately regarding our proposed transaction. By
increasing our offer at this time, we are reaffirming Gannett’s
belief that this transaction would deliver significant value to
both companies’ stakeholders and that the time to act is now. We
encourage Tribune’s shareholders to send a clear message to their
Board to engage immediately with Gannett regarding our revised
all-cash, premium offer.”
The decision by Gannett to submit a revised offer to acquire
Tribune for $15.00 per share reflects additional analysis of
certain information revealed in Tribune's financial statements
filed on May 5, 2016, including debt, cash balance and pension
liabilities. In addition, after further review, Gannett has greater
confidence in its ability to yield additional operational
improvements in this transaction. These expectations are subject to
the completion of confirmatory due diligence.
Robert J. Dickey, president and chief executive officer of
Gannett, said, “Gannett, with the assistance of its outside
advisors, is ready to immediately engage with Tribune on an
expedited basis. Our increased, all-cash offer provides Tribune
shareholders with a significant premium of 99 percent and
immediate, certain value. By not engaging constructively with
Gannett and continuing to pursue an unproven strategy based on its
Tronc platform, we believe Tribune is jeopardizing its
shareholders’ investment and disregarding their best
interests.”
Mr. Dickey continued, “We are committed to making this exciting
transaction a reality. We have a deep respect for the outstanding
journalism at Tribune and are committed to continuing to support
those efforts as we move forward. Furthermore, Gannett’s strategy
to grow the USA TODAY NETWORK would seamlessly extend to Tribune
and benefit all Tribune and Gannett stakeholders as we continue our
focus on producing high-quality, local and national content.”
The Gannett Board and management team are committed to
completing a transaction as soon as possible. Gannett has completed
extensive analysis of the proposed transaction based on publicly
available information and is confident that the antitrust clearance
necessary to consummate the proposed transaction will be
obtained.
Gannett is also soliciting “WITHHOLD” votes in connection with
the election of all eight nominees to the Tribune Board. Gannett
encourages Tribune shareholders to send a clear and coordinated
message to their Board that they expect superior, certain and
immediate value for their shares.
Below is the text of the letter that was sent on May 16, 2016 to
Tribune's Board of Directors:
VIA ELECTRONIC MAIL May 16, 2016
Board of Directors Tribune Publishing Company 435 North
Michigan Avenue Chicago, Illinois 60611 c/o Mr. Justin C. Dearborn,
Chief Executive Officer & Director Mr. Dearborn:
I am writing to inform you that the Gannett Board of Directors has
approved an increase to $15.00 per share (the “Purchase Price”) for
our all-cash offer to acquire all of Tribune Publishing Company
(“Tribune” or the “Company”). Our increased offer is based on our
review of Tribune’s most recent 10-Q filing (including changes to
debt, cash balance and pension liabilities). In addition, after
further review, we have greater confidence in our ability to yield
additional operational improvements in this transaction.
This Purchase Price represents a 99% premium to the unaffected
stock price on April 22, 2016, the last trading day before we made
our $12.25 per share offer public. We note that the $15.00 per
share offer price also represents a 76% premium to the $8.50 share
price at which the Company recently issued common shares. Our offer
continues to be free of any financing condition. We trust
that the Board of Directors, in line with its duties to Tribune
shareholders, will agree that the offer is so compelling that they
will begin constructive negotiations with Gannett immediately.
We believe that we have a unique opportunity right now to
create an even stronger, industry-leading multi-platform media
company committed to high-quality “local-to-national” journalism
through our USA TODAY NETWORK. Given the benefits of an acquisition
of Tribune, its high-quality assets, and its talented employees, we
also believe that time is of the essence to proceed with this
transaction.
As we have indicated previously, our offer
price is based on our review of publicly available information, and
remains subject to due diligence. We are prepared to begin working
on due diligence immediately. This offer remains conditioned upon
execution of a definitive purchase agreement with representations,
warranties, and covenants customary for public company transactions
of this type. We anticipate that the drafting and negotiation of
the agreement could be accomplished concurrently with our
confirmatory diligence process. This proposal has been reviewed and
approved by Gannett’s Board; any definitive transaction agreement
remains subject to final approval from Gannett’s Board.
We look forward to hearing from you and to pursuing this
mutually beneficial, highly compelling transaction.
Sincerely, GANNETT CO., INC. By: /s/
Robert Dickey Robert Dickey President and CEO
Methuselah Advisors is acting as the exclusive financial advisor
to Gannett 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 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
Gannett filed a preliminary proxy statement and an accompanying
GOLD proxy card with the U.S. Securities and Exchange Commission
(the “SEC”) on May 13, 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 Tribune’s 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 GANNETT’S SOLICITATION REGARDING TRIBUNE’S 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 Tribune’s 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
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160516005709/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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