Tribune Publishing Adopts Limited Duration Stockholder Rights Agreement
28 July 2020 - 11:30PM
Tribune Publishing Company (NASDAQ: TPCO) announced today that its
Board of Directors has approved the adoption of a limited duration
stockholder rights agreement (the “Rights Agreement”) and declared
a dividend distribution of one right (“Right”) for each outstanding
share of common stock outstanding as of the record date. The record
date for such dividend distribution is August 7, 2020. The Rights
expire, without any further action being required to be taken by
the Tribune Publishing Board of Directors, on July 27, 2021.
The adoption of the Rights Agreement is intended to enable all
Tribune Publishing stockholders to realize the full potential value
of their investment in the company and to protect the interests of
the Company and its stockholders by reducing the likelihood that
any person or group gains control of Tribune Publishing through
acquisitions from other stockholders, open market accumulation or
other tactics (especially in current volatile markets) without
paying an appropriate control premium. In addition, the Rights
Agreement provides the Tribune Publishing Board of Directors with
time to make informed decisions that are in the best long-term
interests of Tribune Publishing and its stockholders and does not
deter the Tribune Publishing Board of Directors from considering
any offer that is fair and otherwise in the best interest of
Tribune Publishing stockholders.
Under the Rights Agreement, the rights generally would become
exercisable only if a person or group (including a group of persons
who are acting in concert with each other) acquires beneficial
ownership of 10% or more of Tribune Publishing common stock in a
transaction not approved by the Tribune Publishing Board of
Directors. Passive investors in Tribune Publishing, meaning such
persons holding shares of the common stock of Tribune Publishing
without a plan or an intent to change or influence the control of
Tribune Publishing (including Schedule 13G filers), are exempt from
the Rights Agreement. In the event the rights under the Rights
Agreement become exercisable, each holder of a right (other than
the acquiring person or group, whose rights will become void and
will not be exercisable) will have the right to purchase, upon
payment of the exercise price and in accordance with the terms of
the Rights Agreement, a number of shares of Tribune Publishing
common stock having a market value of twice such price. In
addition, if Tribune Publishing is acquired in a merger or other
business combination after an acquiring person acquires 10% or more
of Tribune Publishing common stock, each holder of the right would
thereafter have the right to purchase, upon payment of the exercise
price and in accordance with the terms of the Rights Agreement, a
number of shares of common stock of the acquiring person having a
market value of twice such price. The acquiring person or group
would not be entitled to exercise these rights.
Further details of the Rights Agreement will be contained in a
Current Report on Form 8-K and in a Registration Statement on Form
8-A that Tribune Publishing will be filing with the Securities and
Exchange Commission (SEC). These filings will be available on the
SEC’s web site at www.sec.gov.
About Tribune PublishingTribune Publishing
(NASDAQ: TPCO) is a media company rooted in award-winning
journalism. Headquartered in Chicago, Tribune Publishing operates
local media businesses including the Chicago Tribune, New York
Daily News, The Baltimore Sun, Orlando Sentinel, South Florida's
Sun-Sentinel, Virginia’s Daily Press and The Virginian-Pilot, The
Morning Call of Lehigh Valley, Pennsylvania and the Hartford
Courant. In addition to award-winning local media businesses,
Tribune Publishing operates national and international brands such
as Tribune Content Agency and The Daily Meal and is the majority
owner of the product review website BestReviews. Our brands are
committed to informing, inspiring and engaging local communities.
We create and distribute content across our media portfolio,
offering integrated marketing, media, and business services to
consumers and advertisers, including digital solutions and
advertising opportunities.
Forward-Looking Statements This press release
contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 that are based largely on our current
expectations and reflect various estimates and assumptions by us.
Forward-looking statements are subject to certain risks, trends and
uncertainties that could cause actual results and achievements to
differ materially from those expressed in such forward-looking
statements. Such risks, trends and uncertainties, which in some
instances are beyond our control, include, without limitation, the
effect of the novel coronavirus and related governmental and
economic responses, changes in advertising demand, circulation
levels and audience shares; competition and other economic
conditions; our ability to develop and grow our online businesses;
changes in newsprint price and availability; our ability to
maintain data security and comply with privacy-related laws;
economic and market conditions that could impact the level of our
required contributions to the defined benefit pension plans to
which we contribute; decisions by trustees under rehabilitation
plans (if applicable) or other contributing employers with respect
to multiemployer plans to which we contribute which could impact
the level of our contributions; our ability to maintain effective
internal control over financial reporting; concentration of stock
ownership among our principal stockholders whose interest may
differ from those of other stockholders; and other events beyond
our control that may result in unexpected adverse operating
results. For more information about these and other risks see Item
1A (Risk Factors) of the Company’s most recent Quarterly Report on
Form 10-Q and in the Company’s other reports filed with the United
States Securities and Exchange Commission.
The words “believe,” “expect,” “anticipate,” “estimate,”
“could,” “should,” “intend,” “may,” “will,” “plan,” “seek” and
similar expressions generally identify forward-looking statements.
However, such words are not the exclusive means for identifying
forward-looking statements, and their absence does not mean that
the statement is not forward-looking. Whether or not any such
forward-looking statements in fact occur will depend on future
events, some of which are beyond our control. Readers are cautioned
not to place undue reliance on such forward-looking statements,
which are being made as of the date of this press release. Except
as required by law, we undertake no obligation to update any
forward-looking statements, whether as a result of new information,
future events, or otherwise.
Investor Relations Contact:Amy Bullis Tribune
Publishing Investor Relations 312.222.2102 abullis@tribpub.com
Media Contact: Max Reinsdorf Tribune Publishing
Media Relations 847.867.6294 mreinsdorf@tribpub.com
Source: Tribune Publishing Company
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