Commentary

Gannett Poised To Buy Tronc

The long, weird, and frequently embarrassing saga of Gannett’s takeover bid for Tronc may be approaching its conclusion, with a preliminary deal possible as early as this week, according to Politico, which first reported the news, citing unnamed sources familiar with the negotiations. The deal would give Gannett control of big metro daily newspapers for the first time, including The Los Angeles Times and The Chicago Tribune.

Following a Tronc board meeting last week, the companies exchanged draft agreements for the terms of the acquisition, which would see Gannett paying somewhere between $18.50 to $19 per share to buy out Tronc, formerly known as Tribune Publishing. That represents a premium of at least 150% over Tronc’s stock price of $7.33 before Gannett’s first bid was announced back in April.

Gannett originally bid $12.25 per share for Tronc, in an offer that was swiftly rebuffed by the Tribune board of directors led by chairman Michael Ferro. Gannett then raised its bid to $15 per share in June, but met with rejection once again, around the same time the company adopted its unusual new moniker.

Tronc’s stock has risen with each new offer from Gannett, until it was most recently trading around $17 (rising to $17.62 after the latest rumors of deal). The Gannett offer would still represent a 5% premium over the current price.

Tronc’s board of directors has come under intense pressure from independent and institutional shareholders to accept the Gannett buyout, but Ferro, who became the largest shareholder in Tribune/Tronc in February, has put up fierce resistance, including threatening to implement a “poison pill” defense against the proposed takeover and bringing in other investors to shore up his position.

The war of words that unfolded over the spring and summer took some strange and occasionally unseemly turns, with Gannett encouraging a shareholder rebellion at Tronc, while Ferro bizarrely suggested that Tronc might buy out Gannett, rather than vice versa.

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