Leading Proxy Advisory Firms Glass Lewis & Egan-Jones Recommend Gannett Shareholders Vote “FOR ALL” of Gannett’s Eight ...
May 07 2019 - 8:00AM
Business Wire
Gannett Urges Shareholders to Vote “FOR ALL” on
the WHITE Proxy Card TODAY
Gannett Co., Inc. (NYSE: GCI) (“Gannett” or “company”) today
announced that leading independent proxy advisory firms Glass Lewis
& Co. (“Glass Lewis”) and Egan-Jones Proxy Services
(“Egan-Jones”) have recommended that Gannett shareholders vote “FOR
ALL” of the company’s eight highly experienced and independent
director nominees – John Jeffry Louis, John E. Cody, Stephen W.
Coll, Donald E. Felsinger, Lila Ibrahim, Lawrence S. Kramer, Debra
A. Sandler and Chloe R. Sladden – on the WHITE proxy card ahead of
the company’s 2019 annual meeting of shareholders to be held on May
16, 2019.
In its May 6, 2019 report, Glass Lewis stated1 that:
- “In evaluating MNG’s proposal to
acquire the Company for $12.00 per share, we believe the board has
sufficient cause to believe the MNG offer is not sufficiently
credible to warrant further discussions between the two parties or
to allow MNG to conduct confidential due diligence. We question the
sincerity of MNG’s bid and have outstanding concerns regarding the
shareholder's capacity to obtain financing in order to close the
transaction. We agree with the incumbent board that credible
evidence of financing should be a prerequisite to further
discussions with MNG.”
- “The fact that MNG does not appear to
have clearly expressed its intention to acquire the Company or
submitted a written offer to the Gannett board before going public
with its offer raises questions about its desire to engage in
reasonable and productive negotiations with the board, in our view.
This point is underscored by the fact that MNG declined several
offers from the board to meet in the weeks following announcement
of its offer and proposed the parties meet for the first time on
January 31, 2019, more than two weeks after announcing its
offer.”
- “MNG appears to have conflicting
priorities and its behavior both before and after submitting its
bid suggests that MNG does not have a sincere interest in acquiring
the Company, despite many statements to that specific intent.”
- “In reviewing the Dissident slate of
nominees, we have outstanding concerns regarding Dissident Nominee
Heath Freeman due to his current position as vice chairman of MNG.
MNG is a large newspaper operator and could be viewed as a direct
competitor to Gannett, in our view. We question the merit of
appointing a representative of a competitor to the Gannett board.
Moreover, we do not believe the Dissident has made a strong case
that the Gannett board is in need of, or would benefit from,
additional real estate expertise that would be provided by
Dissident Nominee Dana Needleman or from additional newspaper
operating experience that would be provided by Dissident Nominee
Steven Rossi. We also question the turnaround expertise of all
three Dissident Nominees, who serve together on the board of Fred’s
Inc. and have presided over the loss of significant shareholder
value at that company.”
- “We believe the Gannett board is
reasonably well composed, with a mix of qualifications and
experiences suitable for overseeing the business. The board also
includes a mix of tenures, including newer and more senior
directors, providing an appropriate balance of experience and fresh
perspective, in our view.”
- “Here, we do not believe MNG has
presented a credible offer and we see no reason to believe adding
one or more Dissident Nominees to the board would make the
Dissident’s offer more credible. In light of these factors and in
the absence of any significant governance concerns with the
incumbent board, we believe support for the Management Nominees is
warranted.”
In its May 6, 2019 report, Egan-Jones stated2 that:
- “In our view, the management slate has
the right mix of qualifications, experience and diversity contrary
to MNG’s slate, which we believe, will not deliver any incremental
benefits to the incumbent Board and fell short of independence as
evidenced by the affiliation with Alden.”
- “We acknowledge Gannett’s efforts in
investing and innovating in technology, to augment the expansion of
its digital businesses, widen the number of its subscribers and
pursue future acquisitions. In our view, the fact that these
efforts are under way, altering the current Board with the MNG
nominees could potentially disrupt the momentum due to the
conflicting interests of both parties.”
- “We believe that the Company has a
strategic plan to bring both short-term and long-term growth to the
Company, as opposed to MNG’s unsolicited proposal, which we believe
undervalues the worth of the Company.”
Commenting on the report, Gannett issued the following
statement:
The recommendations of Glass Lewis and Egan-Jones to vote “FOR
ALL” of Gannett’s highly engaged, fully independent director
nominees send a strong message that we have the right board and
strategy in place to drive long-term value creation for all Gannett
shareholders. We are pleased that Glass Lewis and Egan-Jones share
our belief that the broad and diverse backgrounds, professional
experiences and skills of Gannett’s eight nominees make them
uniquely qualified to continue to oversee Gannett during this
critical time of the company’s ongoing digital transformation.
The reports support the board’s determination that MNG’s
unsolicited proposal undervalues Gannett, and that none of MNG’s
candidates would bring incremental expertise to the board, and
indeed would worsen the quality of the board in terms of skills and
experience. As underscored by Egan-Jones, Gannett believes that
replacing any of Gannett’s directors with any of MNG’s nominees
would deprive the board of important experience and expertise that
are central to Gannett’s operations, digital transformation and
value proposition and would jeopardize the value of shareholders’
investment. Further, these recommendations reflect that the board
exercised appropriate degrees of engagement and review given both
the lack of credibility of MNG’s “proposal” and the highly
conflicted nature and poor track record of its nominees.
Every vote is extremely important. The Gannett board of
directors strongly urges shareholders to vote “FOR ALL” eight
highly experienced and independent director nominees on the WHITE
proxy card today.
If you have any questions, or need assistance
in votingyour shares, please call the firm assisting usin 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.
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.
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.
1 Permission to use quotations neither sought nor obtained.
2 Permission to use quotations neither sought nor obtained.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190507005542/en/
For investor inquiries, contact:Stacy CunninghamVice
President, Financial Planning & Investor
Relations703-854-3168investors@gannett.com
Arthur Crozier / Jennifer Shotwell / Larry MillerInnisfree
M&A Incorporated(212) 750-5833
For media inquiries, contact:Amber AllmanVice President,
Corporate Events &
Communications703-854-5358aallman@gannett.com
Ed Trissel / Nick Lamplough / Tim RagonesJoele Frank, Wilkinson
Brimmer Katcher(212) 355-4449
New Gannett (NYSE:GCI)
Historical Stock Chart
From Mar 2024 to Apr 2024
New Gannett (NYSE:GCI)
Historical Stock Chart
From Apr 2023 to Apr 2024