Gannett Urges Tribune Stockholders To Withhold Votes For 8 Tribune Nominees

(RTTNews) - Gannett Co., Inc. (GCI) said that it has mailed a letter to all Tribune Publishing Company (TPUB) stockholders soliciting "withhold" votes in connection with the election of all eight nominees to the Tribune Board of Directors at Tribune's Annual Meeting to be held on June 2, 2016. Gannett said it encourages Tribune stockholders to send a clear and coordinated message to their Board that they expect superior and certain value for their shares and that the Tribune Board should substantively engage immediately with Gannett regarding Gannett's offer to acquire Tribune for $15.00 per share in cash.

Gannett noted that its offer provides Tribune stockholders with a 99 percent premium to the $7.52 closing price of Tribune's common stock on April 22, 2016, the last trading day before Gannett publicly announced its initial offer for Tribune. The letter points to significant corporate governance deficiencies that Gannett believes are endemic to Tribune's Board and compromise the Tribune Board's ability to objectively evaluate Gannett's offer. By continuing to pursue an unproven strategy rather than engaging constructively with Gannett, Gannett believes the Tribune Board is jeopardizing Tribune stockholders' investment. The letter also highlights that Tribune's chairman, Michael Ferro, offered to support Gannett's offer only if he would have a significant role in the company post-closing.

On May 16, 2016, Gannett Co. increased its offer to acquire all of Tribune Publishing Company to $15.00 per share from $12.25 per share.

On May 4, 2016, Tribune's Board of Directors formally rejected Gannett's initial offer of $12.25 per share, without entering into substantive discussions, making a counteroffer or otherwise engaging with Gannett. While Gannett has since increased its offer for Tribune, the Tribune Board has yet to respond to or engage with Gannett regarding the increased offer, Gannett said. Gannett Urges Tribune Stockholders To withhold Votes For 8 Tribune Nominees