Tribune Publishing Co.’s board won’t accept a revised offer from Gannett Company Inc., but it is open to talks and due diligence with the media company about a possible deal.
Gannett’s been offered the option of signing a non-disclosure agreement, Tribune revealed today. “We have no preconceived ideas about where these discussions might lead, but the board is committed to engaging further in an effort to identify potential additional value for the company’s shareholders,” Tribune chief executive officer Justin Dearborn said.
Gannett last week sent an $864 million or $15 per share takeover bid to the Tribune board, which was raised from an $815 million offer put in last month. Both offers have now been rejected with Tribune continuing to reiterate belief in a strategy that would grow assets such as the Los Angeles Times.
Gannett, meantime, has been on a campaign to get Tribune shareholders on its side soliciting them to cast “withhold” votes on Tribune’s board nominees in the June 2 stockholder meeting. It’s not backing down from those calls with the company, in response to the Tribune news, saying it “will review whether to proceed with its acquisition offer taking into account the results of the ‘withhold’ vote at Tribune’s 2016 annual meeting, the Tribune board’s response to Gannett’s $15 per share offer and the latest Tribune actions.”
Gannett’s statement also said the NDA offered by Tribune would stifle the company’s ability to continue its proxy solicitation publicly and that it had already provided Tribune with an NDA more than a month ago.
Proxy advisory firm ISS said in a report released Sunday Tribune shareholders should not support Gannett saying the firm’s latest offer may not have represented the “intrinsic value of the company — let alone its prospects under the revised strategy plan being formulated by its new leadership.”
The NDA disclosed today also came with news announced separately that Nant Capital has put up a $70.5 million investment in Tribune in exchange for company stock, making it the second-largest shareholder in the company with a 12.9 percent stake. That also brings Nant founder Patrick Soon-Shiong to the Tribune board as vice chairman beginning June 2.
“We are committed to completely transforming Tribune Publishing and Dr. Soon-Shiong is a tremendous addition to those efforts,” Dearborn said. “He is an innovative and visionary leader with a proven ability to leverage technology and research to drive transformative change and creative significant shareholder value.”
Dearborn also today sent a letter to Los Angeles-based Oaktree Capital Management LP vice chairman John Frank, responding to calls from the firm that it set up an independent committee, a move Tribune called unnecessary.