MNG and its Advisors Met with Gannett on February 7 and Addressed All
Questions Posed by Gannett Board in Effort to Pursue Negotiated
Transaction
Gannett Refuses Requests to Extend Nomination Deadline to Facilitate
Further Discussions Towards Value-Maximizing Transaction Without
Distraction of Proxy Contest
MNG Nominates Slate of Six Director Candidates to Preserve its Rights
in the Event Gannett Refuses to Engage in Material Discussions
DENVER–(BUSINESS WIRE)–MNG Enterprises, Inc. (“MNG”), the largest active shareholder of Gannett
Co., Inc. (NYSE: GCI) (“Gannett” or “the “Company”), with a 7.5%
ownership stake, today announced that it has delivered notice of its
nomination of six highly qualified and experienced individuals to serve
on the Board of Directors of Gannett. The nominations follow Gannett’s
rejection of MNG’s premium, all-cash proposal to acquire Gannett for
$12.00 per share and its refusal to extend the deadline for director
nominations to facilitate continued discussions towards a negotiated
transaction. MNG’s proposal represents a 41% cash premium to the Gannett
share price on December 31, 2018. MNG stated the following:
“It remains MNG’s singular preference to pursue a negotiated
transaction, which we believe would be in the best interest of all
Gannett shareholders. To that end, MNG has expended significant time and
resources performing all the necessary analysis, and MNG and its
advisors met with Gannett and its advisors earlier today to address
Gannett’s questions regarding our premium, all-cash proposal. We also
expressed our belief that engagement towards a transaction in the best
interest of Gannett shareholders would be more productive without the
distraction of an unnecessary and costly proxy contest. Gannett
categorically refused to extend the deadline for director nominations
before meeting with us. Therefore MNG’s only option to preserve its
rights was to submit its slate of director candidates today.
“We reviewed with Gannett a clear path to completing an all-cash
transaction on the terms that we proposed, including our path to
financing the transaction and analysis on antitrust matters and pension
liabilities, clearly demonstrating that neither issue would be an
impediment to closing. We also shared our perspective on leadership for
the combined company and on the importance of valued employees to the
long-term sustainability and success of the newspaper business. We hope
that Gannett and its advisors review our compelling offer and analysis
shared today with the same sincerity that we demonstrated in today’s
meeting. We look forward to an expeditious response and stand ready to
enter into negotiations.
“The only thing blocking a value maximizing transaction is Gannett’s
board, which refused to extend the nomination deadline before even
hearing what MNG had to say. Our advisors have expressed strong and
unequivocal opinions based on public information that there is no
impediment to completing a mutually beneficial transaction and
potentially improved terms if given access to non-public information.”
MNG’s nominees have a combination of operational and transaction
experience, both inside and outside the media industry, and are
committed to maximizing value for all Gannett shareholders. The nominees
are as follows:
Timothy A. Barton, age 52, has served on the board of directors
of Fred’s, Inc., an operator of discount value stores, since April 2017.
Mr. Barton founded Freightquote.com, Inc. (“Freightquote”), an online
transportation broker of freight services, in 1998, and served as its
Chairman and CEO until its sale to C.H. Robinson Worldwide Inc.
(NASDAQ:CHRW), a provider of multimodal transportation services and
third-party logistics, in 2015. Prior to founding Freightquote, Mr.
Barton was the Co-Founder and President of UWI Association Programs, a
telecommunications company, which grew into Network Long Distance before
being acquired by IXC Communications/Broadwing Corporation in 1998. Mr.
Barton earned his B.A. in Business from the University of Kansas and an
M.S. in Finance from Louisiana State University.
Heath Freeman, age 38, has served as the President of Alden
Global Capital, LLC since 2014 and is a Founding Member. Prior to Alden,
he worked at Smith Management LLC, an investment manager, where he was
responsible for investing in deeply undervalued companies and special
situations, from 2006 to 2007. Mr. Freeman began his career as an
analyst at Peter J. Solomon Company, a boutique investment bank, where
he worked on mergers and acquisitions, restructurings and refinancing
assignments, from 2003 to 2006. Mr. Freeman serves as Vice Chairman of
MNG, owner of one of the largest newspaper businesses in the United
States, and has been a director since January 2011. He has been the
Chairman of Fred’s, Inc., an operator of discount value stores, since
September 2017 and has been a Director since August 2017. He also serves
as Chairman of the Advisory Board at Jewish Life at Duke University’s
Freeman Center. Mr. Freeman holds a B.A. from Duke University.
R. Joseph Fuchs, age 78, has served as the executive chairman of
MNG, owner of one of the largest newspaper businesses in the United
States, since 2012. Mr. Fuchs also currently serves as the President of
Rockfleet Broadcasting, Inc., a broadcasting company based in Palm
Beach, Florida with three stations in its family, since 1998. Prior to
that Mr. Fuchs served as the President of Rockfleet Media, a publisher
of weekly newspapers in New Jersey, from 1993 until 1999. Mr. Fuchs also
had an equity interest in a Fox Television station in Colorado, from
1984 until 2003. Earlier in his career Mr. Fuchs held various senior
level positions at Kidder, Peabody & Co., a securities firm, including
having served as the Managing Director for the International Equity
Marketing Group, member of the Management Committee and Director of
Equity Research, from 1964 to 1995, as well as serving on the board of
directors. During his time at Kidder, Peabody & Co. Mr. Fuchs was also a
top ranked media analyst with many years working on GCI. Mr. Fuchs
received his B.S. in Economics from the Wharton School at University of
Pennsylvania and his M.B.A from Columbia University.
Guy Gilmore, age 63, currently serves as the Chief Operating
Officer of MNG, owner of one of the largest newspaper businesses in the
United States, since October 2017. Previously, Mr. Gilmore served as the
Executive Vice President East of MNG from September 2013 until October
2017. Before that, Mr. Gilmore served as President and Publisher of the
St. Paul Pioneer Press (n/k/a the Twin Cities Pioneer Press), a Saint
Paul, Minnesota, based newspaper from 2007 until 2013 and its Vice
President from 2005 until 2007. Earlier in his career Mr. Gilmore served
as the President and Publisher of Allentown Morning Call, as well as
several other senior positions at the Baltimore Sun, the Portland
Oregonian, the Nashville Tennessean & Banner, USA Today and GCI. Mr.
Gilmore received his B.A. in English Literature from University of
California at Riverside, where he graduated Magna Cum Laude and as a Phi
Beta Kappa member.
Dana (Goldsmith) Needleman, age 46, has served as a Principal of
The Cogent Group, an acquirer of single-tenant net leased real estate
nationally, since October 2009, where she is responsible for the
origination, underwriting, financing, structuring, and closing of net
lease transactions. She has been instrumental in the acquisition,
development and disposition of more than $5.0 billion of corporate real
estate throughout the United States with a heavy concentration of retail
and industrial assets. From 1999 to 2009, Ms. Needleman was employed by
Cardinal Capital Partners (“Cardinal”), a private equity real estate
investment firm. She served as a Managing Director at Cardinal from 2003
to 2009 and its Vice President from 1999 to 2002. Throughout her career,
Ms. Needleman has completed sizeable portfolio acquisitions with
Reuters, Georgia Pacific LLC, Beckman Coulter Inc. Academy Sports &
Outdoors, Albertson’s, Dick’s Sporting Goods, PetSmart, Rite Aid,
Shaw’s, and various other national retailers, enabling these companies
to maximize the value of their real estate holdings through
sale-leaseback and build-to-suit transactions. From 1997 to 1999, Ms.
Needleman was an Associate at Corporate Realty Investment Company
Capital, LLC, a private real estate company. She has served on the board
of directors of Fred’s, Inc., an operator of discount value stores,
since May 2018. Ms. Needleman earned her B.A. from Duke University and
J.D. from Boston University School of Law, and was admitted to the New
York and Massachusetts bars.
Steven B. Rossi, age 69, served as the Chief Executive Officer of
MediaNews Group, Inc. (formerly d/b/a Digital First Media) (“MediaNews
Group”), a management company specializing in newspapers, from July 2015
until retiring in November 2017. Prior to that, he served as MediaNews
Group’s President beginning in July 2014 and its Chief Operating Officer
from January 2015 until assuming the CEO role, and as Executive Vice
President from 2006 until April 2007. Previously, he served as the
President and Chief Executive Officer of the California Newspapers
Partnership, a publisher of more than two dozen daily newspapers and
several weekly newspapers, from 2007 until July 2014. Earlier in his
career, Mr. Rossi served in various executive positions at Knight
Ridder, Inc., a media company specializing in newspaper and internet
publishing, from 1987 until it was acquired by the McClatchy Company in
June 2006, including President of the newspaper division, Chief
Financial Officer, and Senior Vice President of Operations. From 1992
through 1998 he was Executive Vice President and General Manager of The
Philadelphia Inquirer and Daily News¸ both of which are daily
newspapers. Prior to joining the newspaper industry, Mr. Rossi held
positions in general management and mergers and acquisitions with
AmeriGas, Inc., a liquefied petroleum gas distribution company, and in
international finance with IU International Corporation, a diversified
services company with businesses in trucking, food services, and waste
management. He has been on the board of directors of Fred’s, Inc, an
operator of discount value stores, since April 2017. Mr. Rossi holds a
B.A. in Economics from Ursinus College and an M.B.A. in Finance from the
Wharton School at the University of Pennsylvania.
Advisors
Moelis & Company is acting as financial advisor to MNG Enterprises, Inc.
Olshan Frome Wolosky LLP and Akin Gump Strauss Hauer & Feld LLP are
serving as its legal counsel. Okapi Partners is acting as MNG’s proxy
solicitor.
About MNG Enterprises, Inc.
MNG Enterprises, Inc. is one of the largest owners and operators of
newspapers in the United States by circulation, with approximately 200
publications including The Denver Post, The San Jose Mercury News, The
Orange County Register and The Boston Herald. MNG is a leader in local,
multi-platform news and information, distinguished by its award-winning
original content and high quality, diversified portfolio of both print
and local news and information web sites and mobile apps offering rich
multimedia experiences across the nation. For more information, please
visit www.medianewsgroup.com.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
MNG Enterprises, Inc., together with the other participants named herein
(collectively, “MNG”), intends to file a preliminary proxy statement and
an accompanying proxy card with the Securities and Exchange Commission
(“SEC”) to be used to solicit votes for the election of its slate of
highly-qualified director nominees at the 2019 annual meeting of
stockholders of Gannett Co., Inc., a Delaware corporation (the
“Company”).
MNG STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH
PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE
COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’
PROXY SOLICITOR.
The “Participants” in the proxy solicitation are anticipated to be MNG
Enterprises, Inc. (“MNG Enterprises”), MNG Investment Holdings LLC (“MNG
Holdings”), Strategic Investment Opportunities LLC (“Opportunities”),
Alden Global Capital LLC (“Alden”), Heath Freeman, Timothy A. Barton, R.
Joseph Fuchs, Guy Gilmore, Dana Needleman and Steven B. Rossi.
As of the date hereof, Opportunities beneficially owns 8,506,799 shares
of common stock, par value $0.01 per share (the “Common Stock”), of the
Company. MNG Enterprises, as the sole member of MNG Holdings, may be
deemed the beneficial owner of the 8,506,799 shares owned by
Opportunities. MNG Holdings, as the managing member of Opportunities,
may be deemed the beneficial owner of the 8,506,799 shares owned by
Opportunities. Alden, as the investment manager of funds that
collectively hold a majority voting interest in MNG Enterprises, may be
deemed the beneficial owner of the 8,506,799 shares owned by
Opportunities. Mr. Freeman, as the President of Alden, may be deemed the
beneficial owner of the 8,506,799 shares owned by Opportunities. As of
the date hereof, Messrs. Barton, Fuchs, Gilmore and Rossi and Ms.
Needleman do not beneficially own any Common Stock.
Contacts
Reevemark
Paul Caminiti / Hugh Burns / Renée Soto
+1
212.433.4600
MNGInquiries@reevemark.com