MNG Comments on Glass Lewis Report
May 07 2019 - 8:40AM
Business Wire
Reiterates Need for Fresh Perspective and a
Shareholder Orientation on Entrenched, Incumbent Gannett
Board
Urges Gannett Shareholders to Vote on the
BLUE Proxy Card “FOR” MNG Nominees Who Will Act as Catalyst to
Maximize Value
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
issued the following statement in response to a report1 by Glass
Lewis & Co., LLC (“Glass Lewis”) regarding the election of
directors to Gannett’s Board of Directors (the “Board”) at the
Company’s upcoming annual meeting of shareholders on May 16,
2019:
“While we agree with Glass Lewis that ‘Gannett’s business has
struggled on a stand-alone basis since the 2015 spin-off from
TEGNA’ and that a $12.00 per share offer implies a ‘fairly
attractive premium,’ we firmly believe that shareholders must hold
the incumbent Board accountable for the Company’s track record of
significant underperformance and for the Board's failure to take
the necessary steps to maximize shareholder value in favor of
continuing to pursue a digital transformation strategy that Glass
Lewis admits is ‘far from proven.’
“Against the backdrop of the significant issues facing the
newspaper industry and the premium cash offer that MNG has
proposed, we believe that the best way for Gannett shareholders to
effect meaningful change on the Board is to vote on the
BLUE card FOR ALL of MNG’s
nominees, who are committed to acting as a catalyst to maximize
shareholder value, including by supporting a full strategic
alternatives process. Without strong advocates on the Board willing
to explore all possible ways to enhance value, Gannett is at risk
of continuing down the path toward complete value erosion.
“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. MNG’s nominees –
Heath Freeman, Dana Needleman and Steve Rossi – deserve
Gannett shareholders’ support because they possess the right mix of
newspaper turnaround, real estate, and capital allocation expertise
needed to improve the Gannett Board and shareholder orientation,
and provide much needed fresh perspective that Gannett’s incumbent
directors lack.”
We encourage all shareholders to review our shareholder
presentation to understand more about why change is needed now and
why MNG’s nominees are best positioned to Save Gannett. Additional
information about MNG, its proposal to acquire Gannett, and its
nominees is available at www.SaveGannett.com. We urge all
shareholders to VOTE THE BLUE CARD
“FOR” MNG’s independent slate of Director Nominees.
Your vote is important, no matter how many
shares you own!
Please remember NOT TO RETURN the Company’s WHITE PROXY CARD! If
you return a Gannett proxy card – even by simply indicating
“withhold” on the Company’s slate – you will revoke any vote you
had previously submitted for the MNG nominees on the BLUE proxy
card.
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 Permission to quote from report was neither sought nor
obtained.
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version on businesswire.com: https://www.businesswire.com/news/home/20190507005598/en/
MEDIA:ReevemarkPaul Caminiti / Hugh Burns / Renée
Soto+1 212.433.4600MNGInquiries@reevemark.com
INVESTOR:Okapi Partners LLCBruce Goldfarb/Pat
McHugh+ 212.297.0720info@okapipartners.com
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