MNG Urges Shareholders to Vote for ALL THREE of its Nominees to
Ensure There is Adequate Catalyst for Change on Gannett Board
DENVER–(BUSINESS WIRE)–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 urged Gannett shareholders to
hold the Gannett Board of Directors (the “Board”) accountable for the
significant destruction of value it has overseen by replacing three
incumbent directors with MNG’s nominees, who offer fresh perspective and
are committed to acting as a catalyst for value maximization.
MNG believes that John E. Cody, Stephen Coll and Lawrence Kramer do not
deserve Gannett shareholders’ support for the following reasons, among
others:
-
John E. Cody and Stephen Coll have no other public
board experience and are members of the Board’s transaction
committee, which was formed on January 21, 2019 to assist
the Board in its consideration of MNG’s proposal and related matters.
We believe the members of the transaction committee should be held
accountable for the lack of meaningful engagement with MNG despite a
bona fide, premium cash offer to acquire Gannett. -
As the former President and Publisher of USA Today, Lawrence
S. Kramer is conflicted and lacks the independence from the
Company and management, and the objectivity necessary to evaluate
properly both the declines in Gannett’s core business and its risky
digital transformation strategy. Mr. Kramer also has a track
record of overseeing underperformance at other companies. During his
tenure as a director at Answers Corporation (Nasdaq:ANSW), the
company’s share price declined 53%1
prior to being sold to AFCV Holdings, LLC. Additionally, since Mr.
Kramer was appointed to the board of MDC Partners Inc.
(Nasdaq:MDCA) the company’s share price has declined by 90%.2
In contrast, MNG’s nominees – Heath Freeman, Dana Needleman and Steven
Rossi – have the right mix of newspaper turnaround, real estate, and
capital allocation expertise to improve the Gannett Board; would provide
the objective perspective, experience and oversight required to put
Gannett on the path to a profitable and sustainable future; and are
committed to maximizing value for all Gannett shareholders now before
further value is destroyed.
The election of ALL THREE of MNG’s nominees is needed to
send a clear message to the incumbent directors that the status quo is
not acceptable, and the Board needs to explore all possible ways to
enhance value for all Gannett shareholders.
We are concerned that without the election of all three of MNG’s
nominees, the incumbent directors acting under the leadership of
Chairman Louis, who has served on the Board and that of its former
parent company for nearly 13 years, and whose father served on the same
board for 11 years, and whose mother served on the same board for 6
years, will continue to ignore the will of shareholders and resist any
change to the Company’s current strategy, despite severe declines in
profitability and value destruction since Gannett’s 2015 spin-off.
On the other hand, MNG’s nominees are committed to listening to all
Gannett shareholders and exploring all possible ways to enhance value at
Gannett. As seen by MNG’s switch to a minority slate that was based on
feedback from other Gannett shareholders who wanted meaningful Board
change but also wanted to preserve continuity at the Board, MNG and its
nominees embrace and respect the views of all Gannett shareholders. Our
sole focus is to maximize value for all shareholders, and if elected,
our three nominees will aim to serve as a true shareholder voice on the
Gannett Board.
The pending shareholder vote is an opportunity for shareholders to elect
highly qualified directors that are aligned with all Gannett
shareholders and are committed to serving the best interests of all
Gannett shareholders.
Shareholders can vote for up to eight director nominees by using the BLUE
proxy card to support the three MNG nominees and up to five of
Gannett’s nominees other than the three Gannett nominees that MNG
is not supporting.
WE URGE GANNETT SHAREHOLDERS TO VOTE ON THE BLUE
PROXY CARD FOR ALL THREE MNG NOMINEES TO BRING MEASURED CHANGE TO
GANNETT’S BOARD AND SEND A CLEAR MESSAGE THAT THE BOARD NEEDS TO ACT TO
MAXIMIZE VALUE NOW
We believe that CHANGE IS NECESSARY TO SAVE GANNETT
and remain concerned that the status quo under the incumbent Board will
continue to result in underperformance and value destruction. We urge
you to support all three of the MNG nominees, who are committed
to exploring strategic alternatives to maximize value for all Gannett
shareholders.
Every single vote matters. MNG urges fellow shareholders to vote “FOR”
the MNG director nominees by internet, phone or on the BLUE
proxy card sent by mail.
Additional information about MNG, its proposal to acquire Gannett, and
its nominees for election to Gannett’s Board is available at www.SaveGannett.com.
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.
Additional Information
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 [email protected].
1 Share price performance based on the date Mr. Kramer joined
the board of Answers Corporation on May 10, 2005 and February 2, 2011,
the last trading day prior to the announcement of AFCV Holdings, LLC’s
acquisition of Answers Corporation, per S&P Capital IQ
2 Share price performance based on the date Mr. Kramer joined
the board of MDC Partners Inc. on March 1, 2016 until April 30, 2019,
per S&P Capital IQ
Contacts
MEDIA:
Reevemark
Paul Caminiti / Hugh Burns /
Renée Soto
+1 212.433.4600
[email protected]
INVESTORS:
Okapi Partners LLC
Bruce Goldfarb/Pat
McHugh
+ 212.297.0720
[email protected]
