Gannett Issues Statement On All-Cash Premium Offer To Acquire Tribune

(RTTNews) - Gannett Co., Inc. (GCI) said that Tribune Publishing Company (TPUB) has continued to take actions that Gannett believes are designed to convey disproportionate control of the enterprise to select stockholders while ignoring its duties to all Tribune stockholders, despite repeated efforts by Gannett to engage with Tribune regarding its $15.00 per share all-cash premium offer.

Gannett noted that Tribune issued 4.7 million shares of common stock to a single investor, who will also be added to the Tribune Board, at the same price at which Gannett offered to purchase all outstanding Tribune common shares. This share issuance, when combined with the shares sold to an entity controlled by Tribune Chairman Michael Ferro, gives two members of the Tribune Board an ownership position of approximately 30 percent. Tribune again changed the composition of its board without stockholder participation; the newest appointee will not be subject to a stockholder vote for another year.

Gannett noted that Tribune has been in possession of a customary non-disclosure agreement provided by Gannett for more than a month without reply, while the version Tribune has proposed would require Gannett to effectively cease any public proxy solicitation or other public pursuit of a transaction.

Gannett said it will review whether to proceed with its acquisition offer taking into account the results of the "WITHHOLD" vote at Tribune's 2016 Annual Meeting, the Tribune Board's response to Gannett's $15.00 per share offer and the latest Tribune actions.

Gannett urged Tribune stockholders to vote the GOLD proxy card to "WITHHOLD" votes from the election of all eight Tribune directors: Carol Crenshaw, Justin C. Dearborn, David E. Dibble, Michael W. Ferro, Jr., Philip G. Franklin, Eddy W. Hartenstein, Richard A. Reck and Donald Tang.

Earlier today, Tribune Publishing said that its Board has again rejected the Gannett proposal as not in the best interests of Tribune shareholders but invited Gannett to agree to a mutual Non-Disclosure Agreement under which both parties could engage in due diligence and discussions to assess whether a transaction in the best interests of Tribune and Gannett shareholders can be negotiated. There can be no assurances that any such agreement can be reached.