MNG Enterprises Responds to Gannett’s Rejection of MNG’s All-Cash Proposal

February 4, 2019

DENVER--(BUSINESS WIRE)--Feb 4, 2019--MNG Enterprises, Inc. (“MNG”), the largest active shareholder of Gannett Co., Inc. (NYSE: GCI) (“Gannett” or “the “Company”), with a 7.5% ownership stake, today issued the following statement in response to Gannett’s rejection of its proposal to acquire Gannett for $12.00 per share in cash. The proposal represents a 41% premium to where Gannett stock closed at year-end 2018, before the price was affected by MNG’s purchases and public proposal. MNG stated the following:

“Gannett’s Board today sent shareholders a clear message: that it intends to block immediate and certain value creation opportunities in favor of a speculative future engineered by the team that already has destroyed over 40% of the Company’s value. Gannett’s long-suffering shareholders cannot afford to wait any longer. The only responsible course is for Gannett to engage in a genuine pursuit to maximize value, either from MNG or others with reported interest.

“The sad reality for Gannett shareholders is the company has no credible plan to attain a $12 per share valuation on its own. Gannett’s ‘pie in the sky’ hopes for its digital businesses are not believable and cannot be counted on to deliver value superior to the immediate and substantial premium being offered by MNG – and that may be available from other parties. Gannett is presiding over a declining core business, decreasing cash flow and significant leverage because it overpaid for digital assets. Gannett’s deep structural problems are better fixed by experienced operators such as MNG, away from pressures of the public markets.

“Gannett has tried to create the illusion that it was open to true engagement, but never did so seriously. In fact, the parties were exchanging dates late last week for a potential meeting, and Gannett has now rejected our proposal before we could arrange the meeting they proposed. Further, instead of extending customary and reasonable terms for a candid discussion such as a standard Non-Disclosure Agreement that would have allowed MNG to address its questions thoroughly, Gannett set up roadblocks to true engagement, demonstrating that they were not interested in seriously evaluating our premium cash proposal.

“MNG has retained Moelis & Co as its financial advisor and was and is prepared to discuss with Gannett plans to finance our premium, all cash proposal. Put plainly, there are no impediments – aside from the Gannett Board – to MNG completing the proposed transaction and for Gannett shareholders to achieve real value. MNG will consider its options in the coming days, including nominating a slate of individuals to the Gannett board who agree that Gannett shareholders should decide for themselves whether to accept our premium cash offer or other alternatives for immediate and certain value.”

Moelis & Company is acting as financial advisor to MNG Enterprises. Olshan Frome Wolosky LLP is serving as legal counsel to MNG Enterprises.

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 San Jose 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.

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SOURCE: MNG Enterprises, Inc.

Copyright Business Wire 2019.

PUB: 02/04/2019 10:10 AM/DISC: 02/04/2019 10:10 AM


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