MNG Enterprises Files Shareholder Presentation on Its 41% Premium Proposal for Gannett and Gannett’s Misguided and Failing Operating Strategy
Details Track Record of Value Destruction, Poor Capital Allocation
and Lack of Accountability under the Current Gannett Board
Urges Gannett Shareholders to Vote For
All Six MNG Nominees on the Blue Proxy
Card to Send a Clear Message That Board Must Act Now to Maximize Value
Before Further Value is Destroyed
DENVER–(BUSINESS WIRE)–MNG Enterprises, Inc. (“MNG”), owner and operator of one of the largest
newspaper businesses in the U.S. and the largest active shareholder in
Gannett Co., Inc. (NYSE:GCI) (“Gannett”), with an approximate 7.4%
ownership interest, today delivered its presentation to Institutional
Shareholder Services (“ISS”) in connection with Gannett’s 2019 Annual
Meeting of Stockholders. The full presentation can be downloaded at www.SaveGannett.com,
and will be filed with the Securities and Exchange Commission (“SEC”)
and accessible at www.sec.gov.
The presentation details the track record of value destruction, poor
capital allocation and lack of accountability demonstrated by the
Gannett Board of Directors, including:
- A 93% decline in Net Income since spin-off;1
- A 93% decline in Diluted EPS since spin-off;1
- An 87% decline in Operating Income since spin-off;1
- A 52% decline in Free Cash Flow since spin-off;1
- A 41% decline in market value since spin-off;2
- A 24% decline in Adjusted EBITDA since spin-off;1
Undisciplined capital allocation, spending ~$350mm3
on digital acquisitions while Diluted EPS has declined by 93%
An increase in capital structure risk, moving from a net cash
position of $62mm as of June 28, 2015 to a net debt position of $211mm
as of December 31, 2018;
Underperforming its peers,4 the S&P 500, and the
Russell 2000 by 15%, 51%, and 37%, respectively, since spin-off;5
Granting the highest CEO compensation over the past 3 years
compared to peers4,6 despite Gannett’s underperformance.
The presentation also details Gannett’s failure to respond adequately to
MNG’s 41% premium,7 $12.00 per share cash proposal and
requests by, among other things, failing to engage meaningfully with
MNG, preventing MNG from conducting due diligence in order to finalize a
financing package, refusing to conduct a formal review of strategic
alternatives to maximize value for all shareholders, and failing to
commit to a feasible, strategic and financial path forward before hiring
a new CEO.
Further, the presentation sets forth the compelling value of MNG’s 41%
premium7 cash offer and path to completion, the lack of
relevant experience of Gannett’s nominees to execute a turnaround
strategy, and the strong operational experience of MNG’s nominees to
execute a value enhancing strategy during the pendency of a strategic
Additional information about MNG, its proposal to acquire Gannett, and
its six nominees for election to Gannett’s Board of Directors is
available at www.SaveGannett.com.
Moelis & Company LLC is acting as financial advisor to MNG. Akin Gump
Strauss Hauer & Feld LLP and Olshan Frome Wolosky LLP are serving as its
legal counsel. Okapi Partners LLC is acting as MNG’s proxy solicitor.
About MNG Enterprises
MNG Enterprises, Inc. is one of the largest owners and operators of
newspapers in the United States by circulation, with approximately 200
publications including The Denver Post, The Mercury News, The Orange
County Register and The Boston Herald. MNG is a leader in local,
multi-platform news and information, distinguished by its award-winning
original content and high quality, diversified portfolio of both print
and local news and information web sites and mobile apps offering rich
multimedia experiences across the nation. For more information, please
MNG Enterprises, Inc., together with the other participants in its proxy
solicitation (collectively, “MNG”), have filed a definitive proxy
statement and an accompanying BLUE proxy card with the Securities and
Exchange Commission (the “SEC”) to be used to solicit votes for the
election of MNG’s slate of highly-qualified director nominees at the
2019 annual meeting of stockholders (the “Annual Meeting”) of Gannett
Co., Inc. (the “Company”). Stockholders are advised to read the proxy
statement and any other documents related to the solicitation of
stockholders of the Company in connection with the Annual Meeting
because they contain important information, including additional
information relating to the participants in MNG’s proxy solicitation.
These materials and other materials filed by MNG in connection with the
solicitation of proxies are available at no charge on the SEC’s website
The definitive proxy statement and other relevant documents filed by MNG
with the SEC are also available, without charge, by directing a request
to MNG’s proxy solicitor, Okapi Partners LLC, at its toll-free number
(888) 785-6668 or via email at email@example.com.
1 Changes in Gannett financial results since its 2015
spin-off from its former parent company reflect changes in trailing
12-month financials from June 28, 2015 to December 31, 2018.
2 Based on change in market capitalization from June 29, 2015
to January 11, 2019 per S&P Capital IQ.
3 Digital acquisitions include ReachLocal, SweetIQ and
4 Peers include Graham Holdings Company, Lee Enterprises,
Incorporated, Meredith Corporation, The McClatchy Company, New Media
Investment Group Inc., The New York Times Company, Scholastic
Corporation, and Tribune Publishing Company; selected by MNG based on
criteria including revenue, exposure to print publishing and footprint
across multiple markets.
5 Represents total shareholder return from June 29, 2015 to
January 11, 2019 per S&P Capital IQ.
6 Excludes New Media Investment Group Inc. due to CEO
compensation not disclosed.
7 Based on Gannett’s December 31, 2018 closing share price.
Paul Caminiti / Hugh Burns /
Okapi Partners LLC