MNG Enterprises Urges Shareholders to Replace Incumbent Gannett Directors John E. Cody, Stephen Coll and Lawrence S. Kramer
May 03 2019 - 3:00PM
Business Wire
MNG Urges Shareholders to Vote for ALL THREE
of its Nominees to Ensure There is Adequate Catalyst for Change on
Gannett Board
MNG Enterprises, Inc. (“MNG”), owner and operator of one of the
largest newspaper businesses in the U.S. and the largest active
shareholder in Gannett Co., Inc. (NYSE:GCI) (“Gannett” or the
“Company”), with an approximate 7.4% ownership interest, today
urged Gannett shareholders to hold the Gannett Board of Directors
(the “Board”) accountable for the significant destruction of value
it has overseen by replacing three incumbent directors with MNG’s
nominees, who offer fresh perspective and are committed to acting
as a catalyst for value maximization.
MNG believes that John E. Cody, Stephen Coll and Lawrence Kramer
do not deserve Gannett shareholders’ support for the following
reasons, among others:
- John E. Cody and Stephen
Coll have no other public board experience and are
members of the Board’s transaction committee, which was
formed on January 21, 2019 to assist the Board in its consideration
of MNG’s proposal and related matters. We believe the members of
the transaction committee should be held accountable for the
lack of meaningful engagement with MNG despite a bona fide, premium
cash offer to acquire Gannett.
- As the former President and Publisher
of USA Today, Lawrence S. Kramer is conflicted and lacks
the independence from the Company and management, and the
objectivity necessary to evaluate properly both the declines in
Gannett’s core business and its risky digital transformation
strategy. Mr. Kramer also has a track record of overseeing
underperformance at other companies. During his tenure as a
director at Answers Corporation (Nasdaq:ANSW), the company’s
share price declined 53%1 prior to being sold
to AFCV Holdings, LLC. Additionally, since Mr. Kramer was
appointed to the board of MDC Partners Inc. (Nasdaq:MDCA)
the company’s share price has declined by 90%.2
In contrast, MNG’s nominees – Heath Freeman, Dana
Needleman and Steven Rossi – have the right mix of
newspaper turnaround, real estate, and capital allocation expertise
to improve the Gannett Board; would provide the objective
perspective, experience and oversight required to put Gannett on
the path to a profitable and sustainable future; and are committed
to maximizing value for all Gannett shareholders now before further
value is destroyed.
The election of ALL THREE of MNG’s nominees is
needed to send a clear message to the incumbent directors that the
status quo is not acceptable, and the Board needs to explore all
possible ways to enhance value for all Gannett shareholders.
We are concerned that without the election of all three of MNG’s
nominees, the incumbent directors acting under the leadership of
Chairman Louis, who has served on the Board and that of its former
parent company for nearly 13 years, and whose father served on the
same board for 11 years, and whose mother served on the same board
for 6 years, will continue to ignore the will of shareholders and
resist any change to the Company’s current strategy, despite severe
declines in profitability and value destruction since Gannett’s
2015 spin-off.
On the other hand, MNG’s nominees are committed to listening to
all Gannett shareholders and exploring all possible ways to enhance
value at Gannett. As seen by MNG’s switch to a minority slate that
was based on feedback from other Gannett shareholders who wanted
meaningful Board change but also wanted to preserve continuity at
the Board, MNG and its nominees embrace and respect the views of
all Gannett shareholders. Our sole focus is to maximize value for
all shareholders, and if elected, our three nominees will aim to
serve as a true shareholder voice on the Gannett Board.
The pending shareholder vote is an opportunity for shareholders
to elect highly qualified directors that are aligned with all
Gannett shareholders and are committed to serving the best
interests of all Gannett shareholders.
Shareholders can vote for up to eight director nominees by using
the BLUE proxy card to
support the three MNG nominees and up to five of Gannett’s
nominees other than the three Gannett nominees that MNG is not
supporting.
WE URGE GANNETT SHAREHOLDERS TO VOTE ON THE
BLUE PROXY CARD FOR ALL THREE MNG
NOMINEES TO BRING MEASURED CHANGE TO GANNETT’S BOARD AND SEND A
CLEAR MESSAGE THAT THE BOARD NEEDS TO ACT TO MAXIMIZE VALUE
NOW
We believe that CHANGE IS NECESSARY TO
SAVE GANNETT and remain concerned that the status quo under
the incumbent Board will continue to result in underperformance and
value destruction. We urge you to support all three of the
MNG nominees, who are committed to exploring strategic alternatives
to maximize value for all Gannett shareholders.
Every single vote matters. MNG urges fellow shareholders to vote
“FOR” the MNG director nominees by internet, phone or on the
BLUE proxy card sent by
mail.
Additional information about MNG, its proposal to acquire
Gannett, and its nominees for election to Gannett’s Board is
available at www.SaveGannett.com.
Moelis & Company LLC is acting as financial advisor to MNG.
Akin Gump Strauss Hauer & Feld LLP and Olshan Frome Wolosky LLP
are serving as its legal counsel. Okapi Partners LLC is acting as
MNG’s proxy solicitor.
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
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.
Additional Information
MNG Enterprises, Inc., together with the other participants in
its proxy solicitation (collectively, “MNG”), have filed a
definitive proxy statement and an accompanying BLUE proxy card with
the Securities and Exchange Commission (the “SEC”) to be used to
solicit votes for the election of MNG’s slate of highly-qualified
director nominees at the 2019 annual meeting of stockholders (the
“Annual Meeting”) of Gannett Co., Inc. (the “Company”).
Stockholders are advised to read the proxy statement and any other
documents related to the solicitation of stockholders of the
Company in connection with the Annual Meeting because they contain
important information, including additional information relating to
the participants in MNG’s proxy solicitation. These materials and
other materials filed by MNG in connection with the solicitation of
proxies are available at no charge on the SEC’s website at
www.sec.gov. The definitive proxy statement and other relevant
documents filed by MNG with the SEC are also available, without
charge, by directing a request to MNG’s proxy solicitor, Okapi
Partners LLC, at its toll-free number (888) 785-6668 or via email
at info@okapipartners.com.
1 Share price performance based on the date Mr. Kramer joined
the board of Answers Corporation on May 10, 2005 and February 2,
2011, the last trading day prior to the announcement of AFCV
Holdings, LLC’s acquisition of Answers Corporation, per S&P
Capital IQ
2 Share price performance based on the date Mr. Kramer joined
the board of MDC Partners Inc. on March 1, 2016 until April 30,
2019, per S&P Capital IQ
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version on businesswire.com: https://www.businesswire.com/news/home/20190503005489/en/
MEDIA:ReevemarkPaul Caminiti / Hugh Burns / Renée
Soto+1 212.433.4600MNGInquiries@reevemark.com
INVESTORS:Okapi Partners LLCBruce Goldfarb/Pat
McHugh+ 212.297.0720info@okapipartners.com
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