CHICAGO, April 5, 2021 /PRNewswire/ -- Tribune
Publishing Company (NASDAQ:TPCO) ("Tribune" or the "Company") today
announced that the special committee of its Board of Directors, in
consultation with its legal and financial advisors, has determined
that a revised, non-binding proposal from Newslight, LLC
("Newslight"), an entity jointly owned by Stewart Bainum ("Mr. Bainum") and Hansjörg Wyss
("Mr. Wyss"), dated April 1, 2021, to
acquire all of the outstanding shares of Tribune common stock for
$18.50 per share in cash would
reasonably be expected to lead to a "Superior Proposal" as defined
in Tribune's merger agreement with affiliates of Alden Global
Capital LLC ("Alden") (the "Alden Merger Agreement"). The
acquisition proposal from Newslight is fully financed by equity
commitments from Mr. Bainum and Mr. Wyss, and remains subject to
certain conditions, including completion of due diligence and
negotiation of definitive documentation.
The special committee's determination allows Tribune to engage
in discussions and negotiations with, and provide diligence
information to, Newslight and its principals in connection with
their proposal, but does not allow Tribune to terminate the Alden
Merger Agreement or enter into any merger agreement with Newslight,
Mr. Bainum or Mr. Wyss.
The special committee, in consultation with its legal and
financial advisors, will carefully consider the outcome of its
discussions with Newslight and its principals in order to determine
the course of action that is in the best interest of Tribune and
its stockholders, subject to the terms of the Alden Merger
Agreement. There can be no assurance that the discussions with
Newslight and its principals will result in a binding proposal,
that the special committee will determine that any such proposal
constitutes a "Superior Proposal" or that a transaction with
Newslight will be approved or consummated on any particular terms
or at all.
On February 16, 2021, Tribune and
Alden announced that they had entered into the Alden Merger
Agreement, under which Alden will acquire all of the outstanding
shares of Tribune common stock not currently owned by Alden for
$17.25 per share in cash. Alden
currently owns 11,554,306 shares of Tribune common stock,
representing 31.6% of the Company's outstanding shares. The Alden
Merger Agreement remains in full force and effect, and the Tribune
Board has not determined that Newslight's proposal in fact
constitutes a "Superior Proposal." Accordingly, the Tribune
Board continues to recommend, and has not withdrawn, qualified or
otherwise modified its recommendation, that stockholders of Tribune
vote in favor of the approval of the Alden Merger Agreement.
Tribune stockholders do not need to take any action at this
time.
Lazard is serving as financial advisor to the special committee,
and Davis Polk & Wardwell LLP is
serving as the special committee's legal advisor.
About Tribune Publishing Company
Tribune Publishing Company (NASDAQ: TPCO) is a media company rooted
in award-winning journalism. Headquartered in Chicago, Tribune Publishing operates local
media businesses in eight markets with titles including the Chicago
Tribune, New York Daily News, The Baltimore Sun, Hartford Courant, South Florida's Sun Sentinel and Orlando
Sentinel, Virginia's Daily Press
and The Virginian-Pilot, and The Morning Call of Lehigh Valley, Pennsylvania. In addition to
award-winning local media businesses, Tribune Publishing operates
Tribune Content Agency and TheDailyMeal.com.
Our brands are committed to informing, inspiring and engaging
local communities. We create and distribute content across our
media portfolio and offer integrated marketing, media, and business
services to consumers and advertisers, including digital solutions
and advertising opportunities.
Important Information For Investors And
Stockholders
This communication does not constitute an offer
to buy or sell or the solicitation of an offer to buy or sell any
securities or a solicitation of any vote or approval. This
communication relates to a proposed transaction between Tribune
Publishing Company ("Tribune") and Tribune Enterprises, LLC
("Acquiror"). In connection with this proposed transaction,
Tribune filed a Schedule 13e-3 transaction statement and a
preliminary proxy statement with the Securities and Exchange
Commission (the "SEC") on March 23,
2021. This communication is not a substitute for any proxy
statement or other document Tribune has filed or may file with the
SEC in connection with the proposed transaction. INVESTORS
AND SECURITY HOLDERS OF TRIBUNE ARE URGED TO READ THE PRELIMINARY
PROXY STATEMENT AND OTHER DOCUMENTS FILED OR TO BE FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. Any definitive proxy statement(s) (if and when
available) will be mailed to stockholders of Tribune as
applicable. Investors and security holders are able to obtain
free copies of the preliminary proxy statement and will be able to
obtain other documents (if and when available) filed with the SEC
by Tribune through the website maintained by the SEC at
http://www.sec.gov. Copies of the preliminary proxy statement
and other documents (if and when available) filed with the SEC by
Tribune can be obtained free of charge on Tribune's internet
website at https://investor.tribpub.com or by contacting Tribune's
primary investor relation's contact by email at abullis@tribpub.com
or by phone at 312-222-2102.
Participants in Solicitation
Tribune, Acquiror, their respective directors and certain of their
respective executive officers may be considered participants in the
solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive
officers of Tribune is set forth in its Annual Report on Form 10-K
for the fiscal year ended December 29,
2019, which was filed with the SEC on March 11, 2020, its proxy statement for its 2019
annual meeting of stockholders, which was filed with the SEC on
April 7, 2020, certain of its
Quarterly Reports on Form 10-Q and certain of its Current Reports
filed on Form 8-K.
These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
are contained in the preliminary proxy statement and will be
contained in other relevant materials to be filed with the SEC when
they become available.
Forward Looking Statements
This communication includes certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Words
such as "may," "will," "could," "anticipate," "estimate," "expect,"
"predict," "project," "future," "potential," "intend," "plan,"
"assume," "believe," "forecast," "look," "build," "focus,"
"create," "work" "continue" or the negative of such terms or other
variations thereof and words and terms of similar substance used in
connection with any discussion of future plans, actions, or events
identify forward-looking statements. These forward-looking
statements involve many risks and uncertainties about Tribune and
Acquiror that could cause actual results to differ materially from
those expressed or implied by such statements, including, without
limitation, failure to obtain the required vote of the Company's
stockholders; the timing to consummate the proposed transaction;
the risk that a condition of closing of the proposed transaction
may not be satisfied or that the closing of the proposed
transaction might otherwise not occur; the risk that a regulatory
approval that may be required for the proposed transaction is not
obtained or is obtained subject to conditions that are not
anticipated; the diversion of management time on
transaction-related issues; risks related to disruption of
management time from ongoing business operations due to the
proposed transaction; the risk that any announcements relating to
the proposed transaction could have adverse effects on the market
price of the common stock of Tribune; and the risk that the
proposed transaction and its announcement could have an adverse
effect on the ability of Tribune to retain customers and retain and
hire key personnel and maintain relationships with its suppliers
and customers. These forward-looking statements speak only as
of the date of this communication, and Tribune expressly disclaim
any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statement contained herein to
reflect any change in Tribune's expectations with regard thereto or
any change in events, conditions or circumstances on which any such
statement is based. Please refer to the publicly filed
documents of Tribune, including the most recent Forms 10-K and 10-Q
for additional information about Tribune and about the risks and
uncertainties related to the business of Tribune which may affect
the statements made in this presentation.
Contacts:
Tribune:
Investor Relations:
Amy Bullis
312.222.2102
abullis@tribpub.com
Media:
Max Reinsdorf
847.867.6294
mreinsdorf@tribpub.com
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SOURCE Tribune Publishing Company