CHICAGO, April 19, 2021 /PRNewswire/ -- Tribune
Publishing Company (NASDAQ:TPCO) ("Tribune" or the "Company") today
confirmed receipt of a letter dated April
17, 2021, from Stewart Bainum
("Mr. Bainum"), in which Mr. Bainum communicated that Hansjörg Wyss
("Mr. Wyss") has informed him that he will no longer provide the
level of equity commitment indicated in the revised, non-binding
proposal from Newslight, LLC ("Newslight") dated April 1, 2021, to acquire all of the outstanding
shares of Tribune common stock for $18.50 per share in cash.
In light of Mr. Bainum's April 17
letter, the special committee of Tribune's board of directors, in
consultation with its legal and financial advisors, has determined
that the Newslight proposal would no longer 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"). As such, Tribune is no longer
permitted to engage in discussions and negotiations with, or
provide diligence information to, Newslight and its principals in
connection with their proposal, and accordingly has terminated such
discussions and negotiations with, and access to diligence
information for, Newslight and its principals.
The full text of the letter from Mr. Bainum is below:
Special Committee of The Board of
Directors
Tribune Publishing Company
160 N. Stetson Avenue
Chicago, IL 60601
Care of Eric Medow, Lazard LLC
Ladies and Gentlemen:
As a follow up to the discussions
between our respective advisers on April 16,
2021, I write to provide the Special Committee directly an
update on the non-binding proposal by Newslight, LLC ("Newslight")
to acquire Tribune Publishing Company ("Tribune"). On April 16,2021, Hansjörg Wyss informed me that he
is no longer interested in participating in a potential acquisition
of Tribune at the level of equity commitment indicated in
Newslight's letter to the Special Committee, dated April 1, 2021. Mr. Wyss further communicated to
me that he remains interested in assisting in a potential
transaction to make it successful.
I remain committed to pursuing a
potential acquisition of Tribune for $18.50 in cash per share, including providing
through one or more of my affiliates $100
million of the required equity financing to complete such
acquisition. My intention is to continue to have discussions with
other potential equity financing sources as permitted under the
confidentiality agreements between Tribune and Newslight and Drill
Down, LLC, respectively (collectively the "Confidentiality
Agreements"), as well as other potential equity financing sources
who have contacted me on an unsolicited basis (subject to the
Special Committee approving discussions with such other potential
equity financing sources in accordance with the Confidentiality
Agreements).
My advisers have substantially
completed the necessary due diligence of Tribune and there remain
only a few issues to be negotiated in the definitive transaction
documentation. I remain confident that there is significant
interest in joining this effort and expect the necessary
arrangements among one or more additional equity financing sources
can be completed expeditiously.
If you have any questions, please
do not hesitate to contact me or my advisers.
Sincerely,
Stewart Bainum, Jr.
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 contains
certain restrictions on Tribune's ability to engage with Mr. Bainum
with respect to the proposed acquisition of Tribune described in
his April 17 letter, including
because Mr. Bainum has not yet secured the necessary financing for
such proposal, nor can there be any assurance that he will be able
to do so. The special committee, in consultation with its legal and
financial advisors, will carefully consider any further
developments 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. However, at this time, 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, and an amendment to the Schedule 13e-3 transaction
statement and an amendment to the preliminary proxy statement (the
"Preliminary Proxy Statement") with the SEC on April 14, 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 27, 2020, which was
filed with the SEC on March 8, 2021,
its proxy statement for its 2020 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