Don’t Buy into Gannett’s Deflection from the Facts
Focus on the Facts: Net Income Down 93%; Operating Income Down 87%;
Free Cash Flow Down 52% since 2015 Spin-Off
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” or the “Company”), with an
approximate 7.4% ownership interest, today outlined the case for change
on the Gannett Board of Directors (the “Board”).
Simply put, Gannett’s current strategy is flawed and clearly moving in
the wrong direction. If shareholders do not vote for change now, we fear
shareholder value will continue to precipitously decline. Gannett has
suffered from a series of value-destroying decisions made by an
unfocused leadership team. They lack focus on managing the Core
Publishing Business and have a track record of terrible capital
allocation. Moreover, the Board has doubled-down on questionable digital
Gannett’s ONLY defense has been deflection and yellow journalism –
bashing and mud-slinging its largest active shareholder with misleading
information on MNG and its board nominees, all dutifully parroted by its
own publications and, thus, further wasting shareholder and company
money. MNG asks our fellow shareholders to FOCUS ON THE FACTS. Don’t buy
into the ruse. Hold Gannett’s Board accountable. Do not be distracted.
This campaign is first and foremost about the urgent need to maximize
value before your investment is squandered on the current Board’s
hapless digital strategy.
Amazingly, Gannett is asking shareholders to re-elect an entire
Board, which has:
Overseen significant underperformance. Gannett has underperformed its
peers,1 the S&P 500, and the Russell 2000 by 15%, 51%, and
37%, respectively, since spin-off.2
Overseen significant value destruction. Net Income has declined
by 93%, Operating Income has declined by 87%, Free Cash Flow has
declined by 52%, and Market Capitalization has declined by 41% ($780
million) since spin-off.3
Continued to follow a flawed and failing digital acquisition
strategy. Spent approximately $350MM on questionable and dilutive
digital acquisitions since 2015, equating to over $3.00 a share, or
36% of Gannett’s entire market capitalization.
Failed to respond appropriately to a bona fide 41% premium cash
proposal. Gannett never seriously engaged on our premium, all-cash
$12.00 per share proposal.
Failed to commence a full review of strategic alternatives.
Gannett has not offered a reasonable explanation to shareholders.
Approved the highest CEO compensation among peers1.
Despite underperforming peers1 over the past three years,
Gannett has approved the highest CEO compensation within its peer set1
with a misguided focus on revenue at the expense of profitability.
Very little skin in the game. The incumbent Board owns less
than 1% of the total shares outstanding (and seven of eight directors
have not purchased a single share in the open market since Gannett’s
debut as a public company).
MNG’s NOMINEES WILL BE A CATALYST FOR POSITIVE CHANGE
The Gannett Board needs a catalyst for change. If elected, MNG’s
nominees would request that the Board immediately commence a full review
of strategic alternatives to maximize value for all Gannett
shareholders, including an open process to sell the Company. The MNG
nominees also would provide much needed independent perspectives,
experience and oversight required to put Gannett on the path to a
profitable and sustainable future.
MNG is asking you to elect directors who:
Are committed to maximizing value for all Gannett shareholders
now before further value is destroyed.
Believe that executive compensation plans should incorporate
metrics that incentivize profitable growth.
Are leading industry consolidators and operators who are able to
successfully acquire and integrate newspapers and position them for
Would refocus on Gannett’s neglected publishing business to drive
cash flow generation.
Have the right mix of newspaper turnaround, real estate, and
capital allocation expertise to improve the Gannett board.
Would provide the objective perspective, experience and oversight
required to put Gannett on the path to a profitable and sustainable
Will have real “skin in the game” – MNG is a 7.4% shareholder
and its nominees have expressed an intention to invest in Gannett if
VOTE THE BLUE CARD, including the three MNG nominees and up to
five of Gannett’s nominees other than the three Gannett nominees we
are not supporting: John Cody, Stephen Coll and Larry Kramer. Two of
those Gannett nominees, John Cody and Stephen Coll, serve on the
Transaction Committee of the Board that was formed on January 21, 2019
to assist the Board in its consideration of MNG’s proposal and related
matters, and we believe should be held accountable for the lack of
meaningful engagement and response to MNG’s acquisition offer and calls
for a strategic review.
You can vote by Internet, telephone or by signing and dating
the enclosed BLUE proxy
card or BLUE voting instruction
form and mailing it in the postage paid envelope provided. We urge you
NOT to vote using any white proxy card or voting instruction form you
receive from Gannett. Please discard any white proxy card.
If you have any questions about how to vote your shares, please contact
MNG’s proxy solicitor, Okapi Partners LLC, at its toll-free number (888)
785-6668 or via email at firstname.lastname@example.org.
Additional information about MNG, its proposal to acquire Gannett, and
its nominees for election to the Board 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, 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 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 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.
2 Represents total shareholder return from June 29, 2015 to
January 11, 2019 per S&P Capital IQ.
3 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; change in
market capitalization from June 29, 2015 to January 11, 2019 per S&P
Paul Caminiti / Hugh Burns /
Okapi Partners LLC