Launches Website www.SaveGannett.com
DENVER–(BUSINESS WIRE)–MNG Enterprises, Inc. (“MNG”), which owns 7.5% of the outstanding shares
of Gannett Co., Inc. (NYSE: GCI) (“Gannett” or “the “Company”), is
urging Gannett shareholders to read MNG’s January 14 letter to Gannett
and, on the Company’s earnings call at 10:00 AM today, to demand answers
to the still unanswered questions about the Company’s recent actions and
On January 14, MNG proposed acquiring Gannett for $12 per share in cash,
representing a 41% premium to Gannett’s 2018 year-end share price, and
asked the Gannett Board to do the following: (1) enter into discussions
with MNG about a strategic combination; (2) hire an investment bank to
conduct a review of strategic alternatives, including a potential sale
of the Company; (3) commit to a moratorium on digital acquisitions; and
(4) commit to a feasible, strategic and financial path forward before
hiring a new CEO.
Instead, on February 4, 2019, Gannett rejected MNG’s premium all-cash
proposal and refused to extend the deadline for director nominations
without even first meeting with MNG and its advisors. Having done so,
Gannett now will likely seek to spin the Company’s quarterly results in
the best possible light, despite the reality of Gannett’s continuing
underperformance, and is unlikely to allow questions from MNG, its
largest active shareholder.
MNG believes the owners of Gannett deserve better and calls on its
fellow shareholders to demand answers to the following questions on
today’s earnings call:
1. Since 2015, Gannett has spent ~$350mm on digital acquisitions (or 36%
of Gannett’s entire market capitalization1) while EBITDA has
declined by 31%2 and Free Cash Flow has declined by close to
50%3. Why should shareholders view this strategy shift from
print towards digital as anything but a substantial waste of shareholder
capital, and why should shareholders have any reason to believe that the
Board’s digital strategy will ever bear fruit?
2. Why has the Board approved dramatic increases in CEO compensation at
a CAGR of 17% from 2015 to 2017, despite a significant decline in share
price during that period and consistent operational underperformance?
3. Given Gannett’s continued underperformance, lower margins relative to
peers and poor capital allocation, why should shareholders believe this
Board will not keep destroying shareholder value? How does the Board
respond to J.P. Morgan’s characterization of MNG’s proposal as a
potentially favorable exit for shareholders “with softness in revenue
and adj. EBITDA likely to continue for GCI”? 4
4. As of the end of 2018, Gannett’s share price had declined 41% since
its spin-off from TEGNA Inc. in 2015. What is Gannett’s standalone plan
to achieve more than a $12 per share valuation in the next year absent
the MNG transaction, and why will the next year be different than
previous years? How did Gannett determine that the $12 per share
proposal undervalues the Company?
5. Given that the pro forma leverage ratio of a combined MNG-Gannett
would be low relative to peers, why do you believe MNG’s proposal would
be difficult to finance?
6. Under what circumstances would the Gannett Board allow MNG to conduct
customary due diligence and enter into discussions regarding a mutually
beneficial transaction on potentially improved terms and/or initiate a
strategic review process?
7. Why did you reject MNG’s offer and deny their request to extend the
director nomination deadline before even meeting with MNG, rather than
engaging in good faith to satisfy your fiduciary duties to shareholders?
Moelis & Company is acting as financial advisor to MNG Enterprises.
Olshan Frome Wolosky LLP is serving as legal counsel to MNG Enterprises.
Okapi Partners LLC is serving as proxy solicitor.
MNG’s January 14th letter to the Gannett Board, information about
Gannett’s underperformance and MNG’s proposal to acquire Gannett is
available at www.SaveGannett.com.
About MNG Enterprises
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
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
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’
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.
1 Based on Gannett stock price on December 31, 2018
2 From 2014 to projected 2018 (Projected 2018E Adjusted
EBITDA calculated from midpoint of Revenue and EBITDA outlook provided
by management in its 3Q 2018 earnings release)
3 From 2014 to Q3 2018 on an LTM basis
4 J.P. Morgan Research Report, January 14, 2019 (permission
to quote this report was neither sought nor obtained.)
Paul Caminiti / Hugh Burns /
Okapi Partners LLC