It wants to send a message to the company to open negotiations with Gannett regarding their acquisition bid.
“Gannett encourages Tribune stockholders to send a clear message to the Tribune Board to engage constructively with Gannett regarding its $15.00 per share all-cash premium offer to acquire Tribune,” the memo stated.
The memo also includes a timeline of everything that Gannett claimed has prevented stockholders from “realizing superior and certain cash value” since February, when Tribune Publishing chairman Michael Ferro became the largest shareholder.
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“Gannett believes the Tribune Board has shown a disregard for all its stockholders’ best interests,” Gannett’s memo added.
The statement also highlights Tribune Publishing’s decision to “ignore the requests” of “significant stockholders,” like Oaktree Capital Management and Towle & Co., both of which urged Tribune to seriously consider Gannett’s offer.
As Publishers Daily previously reported, Towle said they found Tribune’s decision last 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%.
In many ways, the memo also demonized Ferro, citing April 1 as the date when the Tribune board appointed Carol Crenshaw, Richard Reck and Donald Tang as directors, “all of whom have significant ties to Mr. Ferro.”
The memo jibed Tribune CEO Justin Dearborn as “an individual with no relevant industry experience” with “direct ties to Mr. Ferro.” Prior to joining Tribune in February, Dearborn was CEO of Merge Healthcare.
This is just the latest in a string of biting press releases from the two companies directed at each other, sparked by Tribune Publishing’s decision earlier this month to reject Gannett’s hostile takeover bid of $864 million.
On May 2, Gannett warned that it planned to make this move and ask Tribune Publishing shareholders to withhold their votes in the election. The aim is to pressure management to “engage immediately” with Gannett regarding their bid to acquire Tribune Publishing.
At the time, Gannett stated, “We believe a withhold vote on the company nominees would send a clear signal that you, as a Tribune stockholder, want your board to engage in a meaningful dialogue with us regarding a possible business combination between our two companies."
Tribune responded early this month and said that it expects to hold its annual stockholder meeting as planned. Also, that the nominees to the board have the votes needed to get elected.