• by Erik Sass , Staff Writer @eriksass1, June 8, 2016

Most corporate mergers are like the mating of manatees – slow and boring, with lots of false starts and behind-the-scenes maneuvers you’d rather not know about – but Gannett’s ongoing attempt to acquire Tribune Publishing clearly demands some other, completely unrelated metaphor.

Stalingrad comes to mind.

This week, Gannett revealed that it is going to continue pursuing its proposed purchase of Tribune (to be renamed “Tronc” effective June 20), despite repeated rebuffs and an increasingly nasty war of words waged by both sides.

The nation’s largest newspaper publisher said it will keep its offer of $15 per share in play through the summer, in hopes that disappointing second-quarter results will prompt shareholders to put enough pressure on Tribune’s management to accept the deal.

In support of this decision, Gannett again pointed to the fact that a substantial number of shareholders (between 40%-50%, depending how you slice it) withheld their votes for Tribune management’s proposed board of directors during the annual meeting last week.

The rest of the voting shares are controlled by chairman Michael Ferro and his allies, who are all opposed to Gannett’s takeover attempt.

Portraying the board election as a vote of (no) confidence in Tribune’s management, Gannett argues it means the company’s independent shareholders are largely favor of the deal. It offers them a 12.4% premium over the current stock price of $13.34, and almost exactly double the stock price of $7.52 before the offer first became known in April.

There is certainly some dissent brewing among shareholders not aligned with Tribune’s management.

One of the largest institutional shareholders, Oaktree Capital Management, has been especially vocal in urging Tribune to seriously consider the Gannett offer, going so far as to write an open letter casting doubt on Ferro’s plans to reinvent the company.

Another of Tribune’s shareholders, Capital Structures Realty Advisors, is suing Tribune’s management for breach of fiduciary duty in rejecting the $15-per-share offer from Gannett, then selling 4.7 million shares to Nant Capital, an investment vehicle owned by tech billionaire Patrick Soon-Shiong, for the same price.

In addition to adopting a comically bad name as a deterrent to corporate takeover, Tribune management previously warned that it will implement a “poison pill” defense against Gannett.

In this scenario, Tribune would offer additional preferred shares to existing shareholders at a discount if any entity tried to acquire more than 20% of the company.