Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
MNG Enterprises, Inc.,
together with the other participants in the solicitation (collectively, “MNG”), has filed a definitive proxy statement
and an accompanying BLUE proxy card with the Securities and Exchange Commission to be used to solicit proxies for the election
of its slate of director nominees at the 2019 annual meeting of stockholders of Gannett Co., Inc., a Delaware corporation.
Item 1: On May 14, 2019,
MNG issued the following press release:
MNG ENTERPRISES, INC.
sendS open letter to Gannett shareholders
Encourages Fellow Shareholders to
Reject the Shareholder Value Destroying Status Quo and Vote for All Three MNG Nominees to Maximize Value of Your Investment
May 14, 2019 – Denver, CO –
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,
, urging them to vote on the
Proxy card for
of MNG’s highly
qualified director nominees: Heath Freeman, Dana Needleman and Steven Rossi.
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, follows.
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,
without a proven leadership team.
WITHOUT A CHANGE IN COURSE, THIS WILL NOT END WELL FOR GANNETT SHAREHOLDERS OR EMPLOYEES.
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
OR do you believe the Company would benefit from a new approach?
We strongly believe that the election of
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
With our 7.4% ownership interest in Gannett, your best interests are MNG’s best interests.
Gannett shares closed on Monday, May
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
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
who are committed to preventing the steady erosion of shareholder value from continuing. Electing
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 Fuchs
On 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 LLC
1212 Avenue of the Americas, 24
New York, New York 10036
(212) 297-0720 (Main)
Stockholders Call Toll-Free: (888) 785-6668
Additional information about MNG, its proposal to acquire Gannett,
and its nominees is available at www.SaveGannett.com. We urge all shareholders to
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 visit www.medianewsgroup.com.
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 firstname.lastname@example.org.
Paul Caminiti / Hugh Burns / Renée Soto
Okapi Partners LLC
Bruce Goldfarb/Pat McHugh
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).
Item 2: On May 14, 2019,
MNG uploaded the following materials to www.savegannett.com: