No Offer or Solicitation
This communication is neither an offer to sell, nor a solicitation of an offer to buy, any securities in any jurisdiction pursuant to or in connection with the proposed
transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication may constitute 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. Words such as anticipate(s), expect(s), intend(s), plan(s), target(s), project(s),
believe(s), will, aim(s), would, seek(s), estimate(s) and similar expressions are intended to identify such forward-looking statements.
Forward-looking statements are based on Gannetts current expectations and beliefs, and Gannett cannot give any assurance that its expectations or beliefs will be
attained. These forward-looking statements and are not a guarantee of future performance and are subject to a number of known and unknown risks, uncertainties and other factors that could cause actual results or events to differ, possibly
materially, from the expectations or estimates reflected in such forward-looking statements, including, among others:
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the parties ability to consummate the proposed transaction and to meet expectations regarding the timing and
completion of the proposed transaction;
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the satisfaction or waiver of the conditions to the completion of the proposed transaction, including the receipt of the
required approval of Gannetts stockholders and New Medias stockholders with respect to the proposed transaction and the receipt of regulatory clearances required to consummate the proposed transaction, in each case, on the terms expected
or on the anticipated schedule;
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the risk that the parties may be unable to achieve the anticipated benefits of the proposed transaction, including
synergies and operating efficiencies, within the expected time-frames, or at all;
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the risk that the committed financing necessary for the consummation of the proposed transaction is unavailable at the
closing, and that any replacement financing may not be available on similar terms, or at all;
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the risk that the businesses will not be integrated successfully or that integration may be more difficult,
time-consuming or costly than expected;
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the risk that operating costs, customer loss and business disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the proposed transaction;
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general economic and market conditions;
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the retention of certain key employees; and
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the combined companys ability to grow its digital marketing and business services initiatives, and grow its
digital audience and advertiser base.
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Additional risk factors that could cause actual results to differ materially from expectations include, but
are not limited to, the risks identified by Gannett in its most recent Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K, as well as the risks identified in the registration statement on Form S-4 (the Registration Statement) filed by New Media on August 29, 2019. All
forward-looking statements speak only as of the date on which they are made. Except to the extent required by law, Gannett expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.
Additional Information and Where to Find It
This communication may be
deemed to be solicitation material in respect of the proposed transaction between Gannett and New Media. The proposed transaction will be submitted to Gannetts stockholders and New Medias stockholders for their consideration. In
connection with the proposed transaction, on August 29, 2019, New Media filed with the SEC the Registration Statement, which includes a preliminary prospectus with respect to shares of New Medias common stock to be issued in the proposed
transaction and a preliminary joint proxy statement for New Medias stockholders and Gannetts stockholders (the Joint Proxy Statement). These materials are not yet final and will be amended. Each of New Media and Gannett will
mail a definitive Joint Proxy Statement to their respective stockholders and file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITYHOLDERS OF GANNETT ARE URGED TO CAREFULLY READ ALL RELEVANT DOCUMENTS FILED
WITH THE SEC, INCLUDING THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The Registration Statement, the Joint Proxy Statement and other relevant materials (when they become available) and any other documents filed or furnished by Gannett or New Media with the SEC may be obtained free of charge at the
SECs web site, http://www.sec.gov. Copies will also be available at no charge in the Investor Relations sections of Gannetts website, www.gannett.com, and New Medias website,
www.newmediainv.com.
Participants in Solicitation
Gannett and
New Media and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of shares of Gannett common stock and holders of shares of New Media common stock in respect of the
proposed transaction. Investors and securityholders may obtain more detailed information regarding the identity of potential participants in the solicitation of proxies, and their direct or indirect interests, in the preliminary Joint Proxy
Statement that is included in the Registration Statement New Media filed with the SEC on August 29, 2019, and in the definitive Joint Proxy Statement when it becomes available. You may obtain free copies of these documents using the sources
indicated above.
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