New Media Investment Group Inc. (“New Media” or the “Company”)
(NYSE: NEWM) announced today that it has set a date for the special
meeting of its shareholders to, among other things, consider and
vote on a proposal to approve the transactions contemplated by the
previously announced definitive agreement, dated August 5, 2019,
pursuant to which New Media will acquire Gannett Co., Inc.
(“Gannett”) (NYSE: GCI) for a combination of cash and stock (the
“Merger”).
The special meeting will be held at 8:00 a.m., local time, on
November 14, 2019 at the Woodcliff Hotel & Spa, 199 Woodcliff
Drive, Fairport, NY 14450. The board of directors of New Media set
September 26, 2019 as the record date for its special meeting.
On September 26, 2019, the Company disclosed that the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, relating to the consummation of the Merger
expired on September 25, 2019.
The completion of the Merger remains subject to other customary
closing conditions, including receipt of approval from New Media
stockholders and Gannett stockholders and regulatory clearance from
the European Commission. The Merger is expected to close by the end
of 2019.
About New Media Investment Group
Inc.
New Media supports small to mid-size communities by providing
locally-focused print and digital content to its consumers and
premier marketing and technology solutions to our small and medium
business partners. The Company is one of the largest publishers of
locally based print and online media in the United States as
measured by our 154 daily publications. As of June 30, 2019, New
Media operates in over 600 markets across 39 states reaching over
21 million people on a weekly basis and serves over 200,000
business customers.
For more information regarding New Media and to be added to our
email distribution list, please visit www.newmediainv.com.
No Offer or Solicitation
This communication is neither an offer to sell, nor a
solicitation of an offer to buy, any securities in any jurisdiction
pursuant to or in connection with the proposed transaction or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with
applicable law.
Cautionary Statement Regarding
Forward-Looking Statements
Certain statements in this communication may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include all statements that are not historical facts,
including, among other things, statements regarding the expected
timetable for completing the proposed transaction between New Media
and Gannett and future opportunities for the combined company.
Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),”
“target(s),” “project(s),” “believe(s),” “will,” “aim(s),” “would,”
“seek(s),” “estimate(s)” and similar expressions are intended to
identify such forward-looking statements.
Forward-looking statements are based on New Media’s and
Gannett’s respective management’s current expectations and beliefs,
and neither New Media nor Gannett can give any assurance that its
expectations or beliefs will be attained. These forward-looking
statements and are not a guarantee of future performance and are
subject to a number of known and unknown risks, uncertainties and
other factors that could cause actual results or events to differ,
possibly materially, from the expectations or estimates reflected
in such forward-looking statements, including, among others:
- the parties’ ability to consummate the proposed transaction and
to meet expectations regarding the timing and completion of the
proposed transaction;
- the satisfaction or waiver of the conditions to the completion
of the proposed transaction, including the receipt of the required
approval of New Media’s stockholders and Gannett’s stockholders
with respect to the proposed transaction and the receipt of
regulatory clearances required to consummate the proposed
transaction, in each case, on the terms expected or on the
anticipated schedule;
- the risk that the parties may be unable to achieve the
anticipated benefits of the proposed transaction, including
synergies and operating efficiencies, within the expected
time-frames, or at all;
- the risk that the committed financing necessary for the
consummation of the proposed transaction is unavailable at the
closing, and that any replacement financing may not be available on
similar terms, or at all;
- the risk that the businesses will not be integrated
successfully or that integration may be more difficult,
time-consuming or costly than expected;
- the risk that operating costs, customer loss and business
disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers, clients or
suppliers) may be greater than expected following the proposed
transaction;
- general economic and market conditions;
- the retention of certain key employees; and
- the combined company’s ability to grow its digital marketing
and business services initiatives, and grow its digital audience
and advertiser base.
Additional risk factors that could cause actual results to
differ materially from expectations include, but are not limited
to, the risks identified by New Media and Gannett in their
respective most recent Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, as well as
the risks identified in the registration statement on Form S-4
(File No. 333-233509) (the “Registration Statement”) filed by New
Media. All forward-looking statements speak only as of the date on
which they are made. Except to the extent required by law, New
Media and Gannett expressly disclaim any obligation to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in their expectations with
regard thereto or change in events, conditions or circumstances on
which any statement is based.
Additional Information and Where to
Find It
This communication may be deemed to be solicitation material in
respect of the proposed transaction between New Media and Gannett.
The proposed transaction will be submitted to New Media’s
stockholders and Gannett’s stockholders for their consideration. In
connection with the proposed transaction, New Media has filed with
the SEC the Registration Statement, which includes a preliminary
prospectus with respect to shares of New Media’s common stock to be
issued in the proposed transaction and a preliminary joint proxy
statement for New Media’s stockholders and Gannett’s stockholders
(the “Joint Proxy Statement”). These materials are not yet final
and will be amended. Each of New Media and Gannett will mail a
definitive Joint Proxy Statement to their respective stockholders
and file other documents regarding the proposed transaction with
the SEC. INVESTORS AND SECURITYHOLDERS OF NEW MEDIA AND GANNETT
ARE URGED TO CAREFULLY READ ALL RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The
Registration Statement, the Joint Proxy Statement and other
relevant materials (when they become available) and any other
documents filed or furnished by New Media or Gannett with the SEC
may be obtained free of charge at the SEC’s web site,
http://www.sec.gov. Copies will also be available at no charge in
the “Investor Relations” sections of New Media’s website,
www.newmediainv.com,and Gannett’s website, www.gannett.com.
Participants in
Solicitation
New Media and Gannett and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the holders of shares of New Media
common stock and holders of shares of Gannett common stock in
respect of the proposed transaction. Investors and securityholders
may obtain more detailed information regarding the identity of
potential participants in the solicitation of proxies, and their
direct or indirect interests, in the preliminary Joint Proxy
Statement that is included in the Registration Statement New Media
has filed with the SEC, and in the definitive Joint Proxy Statement
when it becomes available. You may obtain free copies of these
documents using the sources indicated above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190930005224/en/
Ashley Higgins, Investor Relations ir@newmediainv.com (212)
479-3160 or Media: Jonathan Gasthalter/Nathaniel Garnick Gasthalter
& Co. (212) 257-4170
or
Investors: Sam Levenson Arbor Advisory Group (203) 307-2250
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