MCLEAN, Va.--(BUSINESS WIRE)--Gannett Co., Inc. (NYSE:GCI) (“Gannett” or “company”) today issued the following factsheet addressing the false and misleading statements made by MNG Enterprises, Inc. (“MNG”) in connection with Gannett’s 2019 annual meeting of shareholders to be held on May 16, 2019. The factsheet and other materials regarding the board of directors’ recommendations for the annual meeting are available on the investor relations page of Gannett’s website at https://investors.gannett.com.
The Gannett board of directors unanimously recommends that shareholders vote “FOR ALL” of the company’s highly experienced and independent director nominees on the WHITE proxy card today.
The factsheet follows:
Setting the Record Straight
Correcting MNG’s False and Misleading Statements
MNG has FAILED to present a credible transaction proposal and has resorted to spreading half-truths and falsehoods in an effort to gain control of Gannett with conflicted nominees and no clear strategy |
Gannett has communicated the substantive, fact-based rationale
underlying its rejection of MNG’s unsolicited proposal and its
actions to protect the value of shareholders’ investment |
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Strategy |
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Financial Performance |
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Total Shareholder Returns |
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Combined MNG-Gannett Leverage Profile |
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Credibility of MNG’s Unsolicited Proposal |
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Engagement on MNG’s Unsolicited Proposal |
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MNG’s Real Agenda If It Gains Board Control |
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Comparing MNG’s Nominees vs. Gannett’s |
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The Gannett Annual Meeting of Shareholders is scheduled to be held at 8:30 a.m. ET on May 16, 2019 and shareholders of record as of the close of business on March 18, 2019 will be entitled to vote at the Annual Meeting. Gannett shareholders who have questions or would like additional information should contact the company’s proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-877-456-3507.
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.
If you have any questions, or need assistance in voting your shares, please call the firm assisting us in the solicitation of proxies: |
INNISFREE M&A INCORPORATED |
TOLL-FREE at 1-877-456-3507 |
Remember: Please simply discard any Blue proxy card you may receive from MNG. Any vote on MNG’s Blue proxy card (even a vote in protest on their nominees) will revoke any earlier proxy card that you have submitted to Gannett. |
About Gannett
Gannett Co., Inc. (NYSE: GCI) is an innovative, digitally focused media and marketing solutions company committed to strengthening communities across our network. With an unmatched local-to-national reach, Gannett touches the lives of more than 125 million people monthly with our Pulitzer-Prize winning content, consumer experiences and benefits, and advertiser products and services. Gannett brands include USA TODAY NETWORK with the iconic USA TODAY and more than 100 local media brands, digital marketing services companies ReachLocal, WordStream and SweetIQ, and U.K. media company Newsquest. To connect with us, visit www.gannett.com.
Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts. The words “believe,” “expect,” “estimate,” “could,” “should,” “intend,” “may,” “plan,” “seek,” “anticipate,” “project” and similar expressions, among others, generally identify forward-looking statements, which speak only as of the date the statements were made and are not guarantees of future performance. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of our management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Whether or not any such forward-looking statements are in fact achieved will depend on future events, some of which are beyond our control. The matters discussed in these forward-looking statements are subject to a number of risks, trends, uncertainties and other factors that could cause actual results or events to differ materially from those projected, anticipated or implied in the forward-looking statements, including the matters described under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s annual report on Form 10-K for fiscal year 2018 and in the company’s other SEC filings.
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1 Gannett’s true industry
peers include The New York Times Company, New Media Investment Group
Inc., Tribune Publishing Company, News Corporation, McClatchy and Lee
Enterprises, Incorporated.
2 Source: Market data, latest
publicly available financial statements, Wall Street Research and IBES
estimates as of 03/11/19. Assumes MNG financeable 2018 EBITDA
contribution of $100MM. Leverage ratio including pensions is based on
post-tax unfunded pension liabilities.