Tribune Publishing rejects Gannett’s revised buyout bid

The Chicago Tribune building is seen in Chicago Illinois United States

Tribune Publishing said that its board “has again rejected the Gannett proposal as not in the best interests of Tribune shareholders, but invited Gannett to agree to a mutual non-disclosure agreement, under which both parties could engage in due diligence and discussions to assess whether a transaction in the best interests of Tribune and Gannett shareholders can be negotiated”. There can be no assurances that any such agreement can be reached.

Tribune Publishing’s board, which adopted a “poison pill” defense May 9 to discourage Gannett from going directly to shareholders with a tender offer, has yet to respond to the increased offer, according to Gannett’s letter Friday.

“Gannett will review whether to proceed with its acquisition offer following the results of the withhold vote and the Tribune Board’s response to Gannett’s$15 offer”, the company said in a statement obtained by The Wall Street Journal ahead of its scheduled release on Monday.

The Reuters report lands after an exchange over the weekend between Tribune Publishing and Oaktree Capital, Tribune’s second-largest shareholder.

Chairman Michael Ferro is either angling for a long, protracted war with Gannett (GCI), or simply trying to extract an even higher takeover price for the publisher of the Los Angeles Times and Chicago Tribune.

“We have not seen anything to give us any confidence that Tribune on its own, with the resources and competitive position it has today, can achieve over any reasonable period of time the value for shareholders that we believe can likely be achieved through a transaction with Gannett”, Oaktree said in the letter.

“We know that a number of Tribune’s shareholders support our offer”, he wrote.

The Board has set no timetable for concluding the discussions and does not intend to disclose further developments unless and until the Board determines that disclosure is appropriate or necessary. Goldman, Sachs Co. and Lazard were acting as financial advisors and Kirkland Ellis LLP was acting as legal advisor to Tribune Publishing.

Tribune Publishing Company (NYSE:TPUB) is a diversified media and marketing-solutions company that delivers innovative experiences for audiences and advertisers across all platforms.

Tribune Publishing also announced it has entered into a term sheet with NantWorks, LLC for a co-exclusive, non-transferable, fee-bearing license pursuant to which Tribune will receive access to over 100 machine vision and artificial intelligence technology patents for news media applications as well as access to and use of studio space made available by NantStudio, LLC, a subsidiary of NantWorks, LLC. Tribune Publishing Company is headquartered in Chicago.

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