Tuesday, February 12, 2019

Gannett Rejects Digital First

Gannett issued the following press release about Digital First's takeover attempt of Gannett.

Gannett Co., Inc. today described the February 7, 2019, meeting where representatives of Gannett, including two of Gannett’s independent directors, and its financial and legal advisors met with MNG Enterprises, Inc. (“MNG”).

The objective of the meeting — a meeting Gannett had initially sought two days after receiving MNG's January 14, 2019, unsolicited, public acquisition proposal for the first time — was to give MNG yet another opportunity to answer basic questions about its proposal to acquire Gannett for $12.00 per share in cash, which the Gannett board of directors unanimously rejected on February 4, 2019. Contrary to MNG’s claims, and despite MNG having 15 people in attendance, including financial and legal advisors who could have, but did not, address the issues, the presentation made by R. Joseph Fuchs, executive chairman of MNG, and his management team was deficient:

MNG described a transaction in which it would invest no new equity, instead relying entirely on debt financing to fund the $1.8 billion implied by its proposal.

MNG stated that it had neither secured financing for a potential transaction nor even reached out to potential financing sources.

MNG offered vague assurances that it is not concerned about antitrust regulatory issues or pension liabilities in a potential transaction, but provided no specifics for these claims, and further stated that MNG would expect Gannett shareholders to share meaningfully in these risks, as opposed to signaling a willingness to bear these risks itself.

MNG framed its proposed transaction as a merger or combination, not the acquisition proposal that MNG had previously put forth.

Despite being afforded every opportunity to provide Gannett with specifics related to these important matters, Mr. Fuchs refused to provide any substantive, actionable evidence of a credible proposal.

J. Jeffry Louis, chairman of the Gannett board of directors, said, “We are disappointed that at the meeting on February 7, MNG again failed to provide substantive answers to the basic questions Gannett has repeatedly raised. Instead, MNG offered vague and generic statements that further confirmed the board’s decision to reject MNG’s proposal.”

MNG delivered notice to Gannett of its intent to nominate six director candidates during a break in the meeting on February 7. All of the individuals it nominated to stand for election to Gannett’s board are affiliated with MNG and/or its majority shareholder Alden Global Capital. Gannett believes MNG’s clearly conflicted nominees are not in a position to fairly, and in a disinterested way, evaluate and advise Gannett shareholders on MNG’s proposed transaction.


At least three of MNG’s candidates may be legally incapable of serving on the Gannett board under applicable antitrust laws, given their roles with MNG, which is a competitor of Gannett. Several other elements of MNG’s notice to Gannett raise additional concerns regarding the credibility of its proposal, including nominating 78-year-old Mr. Fuchs, who exceeds Gannett’s mandatory retirement age applicable to all directors, and MNG’s statement that it reserves the right to substitute director nominees in direct contravention to Gannett’s bylaws.

Mr. Louis continued, “MNG’s credibility was further undermined by its decision to nominate six director candidates, all of whom are affiliated with MNG and/or its majority shareholder Alden Global Capital, to stand for election to Gannett’s board. MNG’s acknowledgement that these nominations are indeed intended to advance its efforts to acquire Gannett further underscores the proposed nominees’ clear and irreconcilable conflicts of interest and inability to satisfy fiduciary responsibilities to all Gannett shareholders.”

Gannett will provide notice of the date of the 2019 annual meeting and the board’s recommended director nominees in the company’s Notice of Annual Meeting of Stockholders, proxy statement and other materials, including a WHITE proxy card, to be filed with the U.S. Securities and Exchange Commission and mailed to all shareholders eligible to vote at the 2019 annual meeting.

Greenhill & Co., LLC and Goldman Sachs & Co. LLC are acting as financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to Gannett.

10 comments:

Johnny said...

Who cares?

Anonymous said...

If a media company does a news release and there's no readers left that give a honk, does it qualify as a news release? Or is it just a memo?

Wiseowl said...

Tweedle Dee wants to buy Tweedle dumber.

Anonymous said...

Sam Hall is scrambling, as we speak...Hoping Conway gets the top job.

Louis LeFleur said...

will continue. These two are minor players in the previously all print media, more and more of which has and will continue to move to digital. Unfortunately, the consolidation is pulling in former news media under the umbrella of entertainment.

Media consolidation

Anonymous said...

You should care. "He who controls the flow of information, controls power".

Your news is now controlled by large corporations that have zero motivation other than profit. The owners are no longer socially invested in the communities where they publish.

That's how and why news became entertainment.

It's now true of publishing houses which have no interest in " reputation", but just profit.

And, now we have the internet.

Yet too many of you still believe what you see in print and don't seem to know that even film and photograph can now be altered so as to look " real".
The world has changed and the rules have changed. If you don't know what the rules are, you can't win the game.

But, Lordy, you think you do know the rules.

Marie Antoinette didn't say " let them eat cake", Nero wasn't even in Rome when it burned. And, Paul Revere saved no one , he was stopped by the British before he could. And, no, a giant skull has not be found to prove Goliath existed . And,the NY Law on abortion is up until 26 weeks only and is all about doctors and hospitals being forced to take extraordinary life saving measures when a micro premie can't survive but their bereft parents don't want to believe that reality .

Anonymous said...

Hugging a porcupine. It's a delicate transaction.

Anonymous said...

News over at the Clarion last night was that Sam Hall wadded up his stack of race-baiting editorials and threw them at the wall. Waller's announcement has effectively shit-canned Hall's hopes to move to a desk in a democrat governor's administration.

But, tater's band of devoted followers are similarly dismayed.

Anonymous said...

For those of you who dont remember back in 2012, a newspaper owned by Gannett "The Journal News" located in NY state published the names and a map of the homes of over 33,000 legal firearm owners in an article called...“The Gun Owner Next Door: What You Don’t Know About the Weapons in Your Neighborhood,”

Anonymous said...

"He who controls the flow of information.....". Surely as hell you did not mean that to apply to Gannett or the Clarion Ledger.


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