Stop the presses.
Gannett Company, owner of USA Today and more than 100 other newspapers, announced an offer Monday to buy Tribune Publishing, the Chicago-based parent company of the Chicago Tribune, the Los Angeles Times and nine other dailies across the country.
Tribune Publishing chairman Michael Ferro and CEO Justin Dearborn have refused to begin formal negations so far, according to Gannett, which offered to pay $12.25 per share, which represents a 63 percent premium to Tribune’s closing stock price or a total of about $815 million, for the company.
“We believe Tribune shares the new Gannett’s unwavering commitment to journalistic excellence and delivering superior content on all platforms,” Robert Dickey, CEO of Gannett, said in a statement. “In this respect, the proposed combination of Gannett and Tribune would bring together two highly complementary organizations with a shared goal of providing trusted, premium content for the readers and communities we serve.”
“What we’re hoping for is to sit down with Tribune’s board and work out a transaction. We’re confident that, with cooperation between the companies, we can complete due diligence in a very timely fashion and execute an agreement,” he was quoted as saying.
Here is the full text of the Gannett Co. press release and the company’s letter to Tribune Publishing:
Gannett Proposes to Acquire Tribune Publishing Company for $12.25 Per Share in Cash, Representing a 63% Premium to Current Stock Price
Proposal Provides Tribune Stockholders Immediate and Certain Cash Value at a Significant Premium
Transaction to Enhance Leading National Media Company’s Reach and Strengthen Regional and Local Brands
Combined Company to Have Unmatched Commitment to Journalistic Excellence and Independence
MCLEAN, Va.–(BUSINESS WIRE)– Gannett Co., Inc. (NYSE:GCI) (“Gannett”) today announced a proposal to acquire all of the outstanding shares of common stock of Tribune Publishing Company (NYSE: TPUB) (“Tribune”) for $12.25 in cash per Tribune share. The total value of the proposal is approximately $815 million, including the assumption of certain Tribune liabilities, which include approximately $390 million of debt outstanding as of December 31, 2015. Gannett’s all cash proposal would provide Tribune stockholders a 63% premium to the closing stock price of Tribune on April 22, 2016, a 58% premium to the volume weighted average trading price over the past 90 days, and a multiple of 5.6x Tribune’s estimated 2016 EBITDA, based on consensus research estimates. The $12.25 per share offer price also represents a significant premium to the $8.50 share price at which Tribune recently issued common shares and provides immediate and certain cash value to Tribune stockholders.
“The Gannett Board unanimously believes that the acquisition of Tribune would deliver substantial strategic and financial benefits for the combined company, and we are pleased to offer Tribune stockholders a significant and compelling premium and immediate cash value for their investment,” said John Jeffry Louis, Chairman of the Gannett Board of Directors. “A combination with Tribune would rapidly advance Gannett’s strategy to grow the USA TODAY NETWORK, the largest local to national network of journalists in the country, to include more local markets and new platforms, which we believe will benefit readers and result in significant and sustained value creation for Gannett stockholders.”
Robert J. Dickey, president and chief executive officer of Gannett, said, “We believe Tribune shares the new Gannett’s unwavering commitment to journalistic excellence and delivering superior content on all platforms. In this respect, the proposed combination of Gannett and Tribune would bring together two highly complementary organizations with a shared goal of providing trusted, premium content for the readers and communities we serve. We are confident that a combined Gannett and Tribune would add value for stakeholders of both companies as we work together to foster deep and vital connections among the members of our communities, provide excellent solutions for our business partners and drive value for our stockholders.”
Mr. Dickey continued, “The combined company would also benefit greatly from the combined experience and expertise of Tribune’s talented employees and our own valued team members. The combined organization would offer Tribune employees a broad range of advancement opportunities within a larger organization with the financial strength to meet the industry challenges we all face. We are confident that as an even stronger organization, we would have an enhanced ability to empower our employees to do their best work, and maintain the same high journalistic standards and integrity for which each organization is known.”
Gannett believes that there are compelling strategic and financial benefits for a combination of the two companies, including:
• Gannett’s $12.25 per share all-cash proposal provides Tribune stockholders a significant premium and immediate and certain value by eliminating the risk associated with Tribune continuing to operate on a standalone basis in an increasingly uncertain time for the industry.
• The proposed transaction is expected to deliver substantial synergies of approximately $50 million annually, subject to due diligence, that are anticipated to drive compelling near- and long-term growth and value creation at the combined company.
• As one company, Gannett and Tribune would have the financial stability to continue maintaining journalistic excellence, independence, high standards and integrity for years to come.
• Gannett can quickly consummate a transaction without any financing condition and has been advised that the proposed combination will not impact the tax-free treatment of Tribune’s recent spin-off transaction.
Below is the text of the letter that was sent on April 25, 2016 to Tribune’s board of directors:
April 25, 2016
VIA ELECTRONIC MAIL
Mr. Justin C. Dearborn, Chief Executive Officer & Director
Tribune Publishing Company
435 North Michigan Avenue
Chicago, Illinois 60611
Tribune Publishing Company
Dear Mr. Dearborn:
We are disappointed by the response we received from you in your letter of April 22, 2016 regarding our proposal to acquire all of the outstanding shares of Tribune Publishing Company (“Tribune”) for an all-cash purchase price of $12.25 per share, and Tribune’s continued refusal to begin constructive discussions with us. We believe our proposal, which we first made in my letter to your Board dated April 12, 2016 and reiterated in several phone discussions with Michael Ferro and you since, is highly compelling for Tribune’s stockholders and represents substantial value and immediate liquidity for them.
I want to remind you that Gannett’s $12.25 per share offer price represents a 63% premium to Friday’s closing stock price of Tribune, a 58% premium to the volume weighted average trading price over the past 90 days, and a multiple of 5.6x (including estimated pension and post-retirement benefits payable) your 2016 EBITDA estimate based on consensus research. The $12.25 per share offer price also represents a significant premium to the $8.50 share price at which Tribune recently issued common shares.
With our capability to commit to a deal without financing contingencies, we believe that Gannett is uniquely positioned to offer this level of premium to your stockholders and to quickly evaluate and finalize this transaction, allowing your stockholders to receive immediate and certain value.
As expressed previously, we believe the financial and strategic logic of a combination of our two companies is clear. The challenges for our industry in the digital age continue. Tribune has itself faced numerous challenges and leadership changes over the last few years. We believe Gannett is uniquely willing and able to propel Tribune into the position of strength that will allow its beloved and historic publications and other assets to survive and thrive in this challenging environment. By combining, we would create a company with the financial stability and flexibility equipped to preserve journalistic integrity, high standards and excellence for years to come. We would be able to both empower our journalists and facilitate the creation of exceptional content while delivering stockholder value.
Given the opportunity to benefit from the significant premium and near-term liquidity, we are confident that Tribune’s stockholders will embrace our offer. As we have indicated previously, we would prefer to negotiate a transaction with Tribune, but we have determined that making your stockholders aware of our all-cash proposal is necessary, given Tribune’s attempts to delay constructive engagement.
This matter is of the highest priority to us, and we continue to be ready to dedicate significant resources to completing due diligence and negotiating a transaction on an expedited basis. We have been working closely with our financial advisors at Methuselah Advisors and our legal advisors at Skadden, Arps, Slate, Meagher & Flom LLP and have completed an extensive analysis of the proposed transaction based on publicly available information. As well, we are confident that the regulatory approvals necessary to consummate the proposed transaction will be obtained.
This proposal, which is unanimously supported by our Board, is a non-binding expression of our current views, which remains, among other things, subject to satisfactory completion of due diligence, the negotiation, execution and delivery of a mutually satisfactory definitive merger agreement, approval of the definitive agreement by your and our Boards of Directors, approval of the transaction by your stockholders, and receipt of customary regulatory approvals.
Given the substantial value represented by our offer and the other compelling benefits of a combination of Gannett and Tribune, we are confident that Tribune’s non-management stockholders will support our proposal. Continuing to refuse to engage in a dialogue with us will only serve to delay the ability of your stockholders to receive the value represented by our all-cash offer. We therefore are prepared to consider all alternatives to complete this transaction. In the meantime, we remain eager to meet with you and your team as soon as possible to progress the transaction.
GANNETT CO., INC.
/s/ Robert Dickey
President and CEO