CHICAGO – Gannett is ramping up its efforts to acquire Tribune Publishing by going directly to shareholders, but not going so far as to initiate a hostile takeover bid for the Chicago-based publisher of the Chicago Tribune and Los Angeles Times.
In a filing made with the Securities and Exchange Commission on Monday, Gannett asked shareholders of Tribune Publishing to withhold support for the slate of eight board nominees to be considered at Tribune Publishing's annual meeting June 2 in Chicago. Withholding support for the slate would send a message to Tribune that shareholders want the company to engage in "good-faith negotiations" about its proposal made to acquire Tribune Publishing in an all-cash offer for $12.25 per share, Gannett said in the filing.
However, Gannett noted, Tribune Publishing's slate of directors would still be elected even if shareholders vote to withhold support because the directors are elected by a plurality of the votes cast, and no alternative slate is proposed by Gannett.
Tribune Publishing responded Monday by saying it was evaluating the purchase offer and said Gannett's suggestion otherwise was "misleading and disingenuous."
That offer, made public April 25, valued Tribune at $815 million, including the assumption of $390 million in debt. It was a 63 percent premium over the closing price of $7.52 a share on April 22.
Monday's filing by Gannett indicated there had been little movement toward the substantive dialogue it sought.