As previously disclosed, on August 5, 2019, Gannett Co., Inc. (“Gannett”), entered into an Agreement and Plan of Merger with New Media
Investment Group Inc. (“New Media”), Arctic Holdings LLC, a wholly owned subsidiary of New Media (“Intermediate HoldCo”), and Arctic Acquisition Corp., a wholly owned subsidiary of Intermediate HoldCo (“Merger Sub”),
pursuant to which Merger Sub will merge with and into Gannett with Gannett surviving the merger as a wholly owned subsidiary of Intermediate HoldCo and an indirect wholly owned subsidiary of New Media (the “Merger”).
The completion of the Merger is conditioned upon expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the “HSR Act”), relating to the consummation of the Merger. The applicable waiting period under the HSR Act expired at 11:59 p.m., Eastern Time, on September 25, 2019.
The completion of the Merger remains subject to other customary closing conditions, including receipt of approval from Gannett and New Media stockholders and
regulatory clearance from the European Commission. Gannett continues to expect to close the Merger by the end of 2019.
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, including, among other things, statements regarding the expected timetable for completing the proposed transaction
between Gannett and New Media. 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 Gannett’s 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 Gannett’s stockholders and New Media’s 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 company’s ability to grow its digital marketing and business services initiatives, and grow its
digital audience and advertiser base.
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