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Encourages Fellow Shareholders to Reject the Shareholder Value
Destroying Status Quo and Vote for All Three MNG Nominees to Maximize
Value of Your Investment
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 sent an open letter to its
fellow Gannett Shareholders in advance of Gannett’s upcoming Annual
Meeting this Thursday, May 16th, urging them to vote on the BLUE
Proxy card for ALL THREE of MNG’s
highly qualified director nominees: Heath Freeman, Dana Needleman and
The full text of the letter, which outlines the need for change at
Gannett, and the economic reality of the Company’s future without it,
May 14, 2019
Dear Fellow Gannett Shareholders:
Gannett’s Annual Meeting is quickly approaching!
We believe your investment is in peril – Gannett is operating in a
declining industry, chasing a risky and unprofitable digital
transformation strategy,1 without a proven leadership team. WITHOUT
A CHANGE IN COURSE, THIS WILL NOT END WELL FOR GANNETT SHAREHOLDERS OR
In the final days of voting ahead of Gannett’s Annual Meeting, we ask
that you reflect on one simple question:
Should Gannett continue on its current path…OR do you
believe the Company would benefit from a new approach?
We strongly believe that the election of ALL
THREE of our Director nominees is needed to send a clear
message to the incumbent directors that the status quo is not
acceptable, and the Board needs directors who will take action to
maximize value for all Gannett shareholders. As such, we urge you to
support our nominees as a catalyst for immediate change and value
creation at Gannett.
Without multiple new directors, MNG is concerned that further, continued
value erosion is inevitable. When we speak of value, we are referring to the
value of YOUR investment – OUR investment. With our 7.4% ownership
interest in Gannett, your best interests are MNG’s best interests.
Gannett shares closed on Monday, May 13th at $8.74
and MNG has offered $12.00 in cash.
As shareholders, we must vote with our economic interests in mind. That
means, we must vote to support ALL THREE
highly qualified MNG nominees to the Gannett Board. Our nominees, if
elected, would serve as that catalyst for change and value creation.
Further, they are committed to conducting a full strategic review to
explore all possible ways to enhance value for all Gannett shareholders.
MNG believes that Gannett shareholders must
elect directors who are committed to preventing the steady erosion of
shareholder value from continuing. Electing ALL
THREE of MNG’s nominees will send a strong message to
Gannett’s entrenched Board that continuing on their path of value
destruction is not an option. Shareholders deserve directors who will
act in their best interests, and MNG’s nominees are fully capable of and
committed to doing so.
We urge you: VOTE WITH THE VALUE OF YOUR INVESTMENT IN MIND.
/s/ R. Joseph FuchsOn behalf of the Board of Directors, MNG
Enterprises, Inc.Chairman, R. Joseph Fuchs
Okapi Partners LLC is assisting us with the solicitation of proxies. If
you have any questions or require assistance in authorizing a proxy or
voting your shares of Common Stock, please contact:
Okapi Partners LLC1212 Avenue of the Americas, 24th
FloorNew York, New York 10036
(212) 297-0720 (Main)Stockholders Call Toll-Free: (888) 785-6668Email:
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” ALL THREE OF MNG’S 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
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
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 firstname.lastname@example.org.
1 Since spin-off, Gannett has spent $350mm on digital
acquisitions while diluted EPS has declined 98% (represents decline in
trailing 12 months diluted EPS from June 28, 2015 to March 31, 2019).
View source version on businesswire.com: https://www.businesswire.com/news/home/20190514005674/en/
MEDIA:ReevemarkPaul Caminiti / Hugh Burns /
Renée Soto+1 212.433.4600MNGInquiries@reevemark.comINVESTOR:Okapi
Partners LLCBruce Goldfarb/Pat McHugh+ email@example.com