Investment firm Towle & Co. -- which owns 1.4 million shares or 3.85% of Tribune’s common stock, making it the company's sixth-largest shareholder -- wrote a public letter to Tribune Publishing’s board of directors. In it, Towle asked Tribune May 18 to enter in discussions with Gannett on their offer to buy Tribune at $15 per share.
Towle said in the letter that they felt it was time to make their views publicly known in light of “recent, disturbing developments.”
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“From our view as an unaffiliated shareholder, the Tribune Board of Directors has abandoned its fiduciary responsibility of maximizing shareholder value. You have shrugged off the sincere interest of Gannett in the potential purchase of Tribune Publishing. We are greatly perplexed at your unreasonable, capital destructive position,” the letter continued.
Towle expressed their concern that Tribune’s revenue and earnings will decline in coming quarters.
“Failure of Tribune in its current form is a distinct possibility,” the company wrote.
Towle said they found Tribune’s decision this week to bring in a new investor, Nant Capital, owned by billionaire Patrick Soon-Shing, “most distasteful.”
“Stacking the Board and ownership in favor of one particular view is not good governance,” Towle wrote.
Soon-Shiong’s purchase of 4.7 million shares of Tribune amounts to a total stake valued at $70.5 million, giving Nant Capital a 12.9% stake in Tribune, making it a close rival to Oaktree, the second-biggest shareholder with 14.8%.
According to Tribune, Nant’s investment will help fund the company’s digital “transformation strategy” and Soon-Shiong will be named vice-chairman of the Tribune board.
Towle called these moves “brazen” and criticized Tribune of serving their own self-interest.
“You have fully demonstrated a lack of concern for the majority of unaffiliated shareholders whom we believe want a fair and reasonable transaction with Gannett. We are greatly disappointed in your recent actions… For the benefit of all shareholders, we urge the Tribune Board of Directors to negotiate and close a transaction with Gannett at a price greater than $15 a share,” the company concluded.
In a bizarre turn of events, Tribune chairman Michael Ferro is reportedly working on a counterbid after rejecting Gannett’s $864 million offer. Instead, Tribune wants to flip the tables and acquire Gannett, which is currently worth around $1.9 billion.
Additionally, the Tribune board has implemented a “poison pill” plan to block any offer that would take over more than 20% of Tribune's shares.
Just last week, Oaktree Capital Management urged the newspaper publisher to take Gannett’s offer.
Ferro and Tribune Publishing CEO Justin Dearborn haven’t budged on their plan to transform Tribune Publishing, which involves driving revenue from content brands, growing the Los Angeles Times overseas and creating digital subscription services.
Ferro is Tribune Publishing's largest shareholder, with a 16.5% stake.
The plot thickened today when Gannett released a statement urging Tribune stockholders to "withhold" votes in connection with the annual meeting on June 2 to elect all eight
Tribune directors to the board, in an effort to strong-arm the board to reconsider Gannett’s offer.