Gannett Co., Inc. (NYSE: GCI) (“Gannett”) today announced that
it has scheduled a special meeting of its shareholders to consider
and vote on a proposal to adopt the previously announced definitive
agreement with New Media Investment Group Inc. (“New Media”), dated
August 5, 2019, pursuant to which New Media will acquire Gannett
for a combination of cash and stock (the “Merger”).
The special meeting will be held at 10:00 a.m., local time, on
November 14, 2019 at the Gannett headquarters, 7950 Jones Branch
Drive, McLean, VA, 22107. The Board of Directors of Gannett set
September 26, 2019 as the record date for its special meeting.
On September 26, 2019, Gannett disclosed that the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, relating to the consummation of the Merger
expired on September 25, 2019.
The Merger is expected to close by the end of 2019, subject to
the satisfaction of customary closing conditions, including receipt
of regulatory clearance by the European Commission and approval by
the shareholders of each company.
About Gannett
Gannett Co., Inc. (NYSE: GCI) is an innovative, digitally
focused media and marketing solutions company committed to
strengthening communities across its network. With an unmatched
local-to-national reach, Gannett touches the lives of more than 125
million people monthly with its Pulitzer-Prize winning content,
consumer experiences and benefits, and advertiser products and
services. Gannett brands include USA TODAY NETWORK with the iconic
USA TODAY and more than 100 local media brands, digital marketing
services companies ReachLocal, WordStream and SweetIQ, and U.K.
media company Newsquest. To connect with Gannett, visit
www.gannett.com.
No Offer or Solicitation
This communication is neither an offer to sell, nor a
solicitation of an offer to buy, any securities in any jurisdiction
pursuant to or in connection with the proposed transaction or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with
applicable law.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include all statements that are not historical facts,
including, among other things, statements regarding the expected
timetable for completing the proposed transaction between Gannett
and New Media. Words such as “anticipate(s),” “expect(s),”
“intend(s),” “plan(s),” “target(s),” “project(s),” “believe(s),”
“will,” “aim(s),” “would,” “seek(s),” “estimate(s)” and similar
expressions are intended to identify such forward-looking
statements.
Forward-looking statements are based on Gannett’s current
expectations and beliefs, and Gannett cannot give any assurance
that its expectations or beliefs will be attained. These
forward-looking statements and are not a guarantee of future
performance and are subject to a number of known and unknown risks,
uncertainties and other factors that could cause actual results or
events to differ, possibly materially, from the expectations or
estimates reflected in such forward-looking statements, including,
among others:
- the parties’ ability to consummate the proposed transaction and
to meet expectations regarding the timing and completion of the
proposed transaction;
- the satisfaction or waiver of the conditions to the completion
of the proposed transaction, including the receipt of the required
approval of Gannett’s stockholders and New Media’s stockholders
with respect to the proposed transaction and the receipt of
regulatory clearances required to consummate the proposed
transaction, in each case, on the terms expected or on the
anticipated schedule;
- the risk that the parties may be unable to achieve the
anticipated benefits of the proposed transaction, including
synergies and operating efficiencies, within the expected
time-frames, or at all;
- the risk that the committed financing necessary for the
consummation of the proposed transaction is unavailable at the
closing, and that any replacement financing may not be available on
similar terms, or at all;
- the risk that the businesses will not be integrated
successfully or that integration may be more difficult,
time-consuming or costly than expected;
- the risk that operating costs, customer loss and business
disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers, clients or
suppliers) may be greater than expected following the proposed
transaction;
- general economic and market conditions;
- the retention of certain key employees; and
- the combined company’s ability to grow its digital marketing
and business services initiatives, and grow its digital audience
and advertiser base.
Additional risk factors that could cause actual results to
differ materially from expectations include, but are not limited
to, the risks identified by Gannett in its most recent Annual
Report on Form 10-K, its Quarterly Reports on Form 10-Q and its
Current Reports on Form 8-K, as well as the risks identified in the
registration statement on Form S-4 (File No. 333-233509) (the
“Registration Statement”) filed by New Media. All forward-looking
statements speak only as of the date on which they are made. Except
to the extent required by law, Gannett expressly disclaims any
obligation to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in its expectations with regard thereto or change in events,
conditions or circumstances on which any statement is based.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed transaction between Gannett and New Media.
The proposed transaction will be submitted to Gannett’s
stockholders and New Media’s stockholders for their consideration.
In connection with the proposed transaction, New Media has filed
with the SEC the Registration Statement, which includes a
preliminary prospectus with respect to shares of New Media’s common
stock to be issued in the proposed transaction and a preliminary
joint proxy statement for New Media's stockholders and Gannett’s
stockholders (the “Joint Proxy Statement”). These materials are not
yet final and will be amended. Each of New Media and Gannett will
mail a definitive Joint Proxy Statement to their respective
stockholders and file other documents regarding the proposed
transaction with the SEC. INVESTORS AND SECURITYHOLDERS OF
GANNETT ARE URGED TO CAREFULLY READ ALL RELEVANT DOCUMENTS FILED
WITH THE SEC, INCLUDING THE REGISTRATION STATEMENT AND THE JOINT
PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The
Registration Statement, the Joint Proxy Statement and other
relevant materials (when they become available) and any other
documents filed or furnished by Gannett or New Media with the SEC
may be obtained free of charge at the SEC’s web site,
http://www.sec.gov. Copies will also be available at no charge in
the “Investor Relations” sections of Gannett’s website,
www.gannett.com, and New Media’s website, www.newmediainv.com.
Participants in Solicitation
Gannett and New Media and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the holders of shares of Gannett
common stock and holders of shares of New Media common stock in
respect of the proposed transaction. Investors and securityholders
may obtain more detailed information regarding the identity of
potential participants in the solicitation of proxies, and their
direct or indirect interests, in the preliminary Joint Proxy
Statement that is included in the Registration Statement New Media
has filed with the SEC, and in the definitive Joint Proxy Statement
when it becomes available. You may obtain free copies of these
documents using the sources indicated above.
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version on businesswire.com: https://www.businesswire.com/news/home/20190930005367/en/
Stacy Cunningham, Vice President, Financial Planning &
Investor Relations investors@gannett.com (703) 854-3168
Stephanie Tackach, Director, Public Relations
stackach@gannett.com (212) 715-5490
Ed Trissel / Tim Ragones / Tanner Kaufman Joele Frank, Wilkinson
Brimmer Katcher (212) 355-4449
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