Gannett Puts Pressure on Tribune’s Board To Sell Newspaper Group

Tribune’s second-largest shareholder is reportedly open to a sale

The tension between Tribune Publishing and Gannett Co. continued to rise Monday with Tribune calling its rival “desperate” and its second-largest shareholder reportedly supporting a deal.

Last month, Gannett made an unsolicited takeover offer last month for Tribune at $12.25 per share in cash in a deal worth roughly $815 million. Oaktree Capital Group LLC, the Tribune’s second-largest shareholder, reportedly supports the sale, but not for that price, as the investment firm thinks it can fetch more.

Gannett announced Monday its intent to seek “withhold” votes in connection with Tribune’s 2016 Annual Meeting of Stockholders, which is set for June 2. Gannett has also submitted a request for Tribune’s shareholder records to enable communication with Tribune shareholders regarding the solicitation. These are essentially steps to put pressure on Tribune’s board.

“We intend to give Tribune stockholders the opportunity to send a clear message to the Tribune Board that its lack of engagement with our Board and management team regarding our highly compelling, premium offer for $12.25 per share in cash is unacceptable,” said Gannett CEO Robert Dickey. “We remain ready to work constructively with the Tribune Board and management to negotiate a definitive merger agreement and quickly complete a transaction that would provide significant value to both companies’ stakeholders.”

Tribune responded swiftly.

“Gannett has no path to control for Tribune Publishing and their tactics clearly demonstrate a desperate and opportunistic attempt to steal the company,” Tribune said in a statement on Monday.

Oaktree, which owns 14.82 percent of Tribune, while Merrick Media LLC controls the company and is led by Tribune chairman Michael Ferro. Tribune’s board is reportedly reviewing Gannett’s acquisition offer.