MCLEAN, Va.--(BUSINESS WIRE)--Jan. 22, 2015--
Gannett Co., Inc. (NYSE:GCI) today responded to an amended Form 13D
filing by Carl Icahn and affiliates, who own approximately 6.6% of
Gannett, disclosing nomination of two candidates for election to
Gannett’s Board of Directors at Gannett’s 2015 Annual Shareholders’
Meeting. Icahn also disclosed submission of precatory proposals that
would require certain corporate governance provisions at Gannett and at
the new publishing company that will be formed upon completion of
Gannett’s planned separation later this year. Gannett’s Board of
Directors will evaluate the submission and make a recommendation to
Gannett shareholders in due course.
Marge Magner, non-executive chairman of Gannett’s Board, said, “We are
surprised by Mr. Icahn’s aggressive actions, including his threat to run
a proxy contest to force wholesale changes in Gannett’s corporate
governance and dictate the corporate governance of a company whose
governance profile has yet to be determined. His overreaching campaign
to advance his own agenda will not deter the Board of Gannett from
continuing to serve the interests of all of our shareholders. In
addition to performing well, Gannett has a strong track record of
shareholder engagement and sound corporate governance. As we execute on
the separation of our publishing business this year, shareholder
interests will remain our priority.”
Gracia Martore, president and chief executive officer of Gannett, said,
“Gannett is a shareholder-focused company that has consistently
delivered strong returns for our owners. Since the launch of our
strategic transformation plan three years ago, we have achieved
significant revenue growth and margin expansion. During that same
period, we have made attractive acquisitions to execute on our announced
strategy, our stock price has more than doubled and total shareholder
return has exceeded 265%, outpacing the S&P 500 and our peers by a wide
margin.”
Martore continued, “Our strong and independent Board has been a driving
force behind our strategic transformation and our previously announced
plan to separate into two publicly traded companies – a plan Mr. Icahn
publicly supported following our announcement last summer and continues
to support now.”
Gannett continues to be represented by Greenhill & Co. as its financial
advisor and by Wachtell, Lipton, Rosen & Katz as its legal advisor.
About Gannett
Gannett Co., Inc. (NYSE: GCI) is an international media and marketing
solutions company that informs and engages more than 110 million people
every month through its powerful network of broadcast, digital, mobile
and publishing properties. Our portfolio of trusted brands offers
marketers unmatched local-to-national reach and customizable, innovative
marketing solutions across any platform. Gannett is committed to
connecting people – and the companies who want to reach them – with
their interests and communities. For more information, visit www.gannett.com.
Forward Looking Statements
Any statements contained in this communication that do not describe
historical facts may constitute forward-looking statements as that term
is defined in the Private Securities Litigation Reform Act of 1995,
including the potential distribution of Gannett’s Publishing business to
its shareholders and the expected financial results of the two companies
after the separation. Any forward-looking statements contained herein
are based on our management's current beliefs and expectations, but are
subject to a number of risks, uncertainties and changes in
circumstances, which may cause actual results or company actions to
differ materially from what is expressed or implied by these statements.
There is no assurance as to the timing of the spin-off or whether it
will be completed. Economic, competitive, governmental, technological
and other factors and risks that may affect Gannett’s operations or
financial results are discussed in our Annual Report on Form 10-K for
the fiscal year ended December 29, 2013, and in subsequent filings with
the U.S. Securities and Exchange Commission. We disclaim any obligation
to update these forward-looking statements other than as required by law.
Important Additional Information
Gannett intends to file a proxy statement with the Securities and
Exchange Commission (the "SEC") in connection with the solicitation of
proxies for the 2015 Annual Meeting (the "Proxy Statement"). Gannett,
its directors and certain of its executive officers will be participants
in the solicitation of proxies from shareholders in respect of the 2015
Annual Meeting. Information regarding the names of Gannett’s directors
and executive officers and their respective interests in Gannett by
security holdings or otherwise is set forth in Gannett’s proxy statement
for the 2014 Annual Meeting of Shareholders, filed with the SEC on March
17, 2014. To the extent holdings of such participants in Gannett’s
securities have changed since the amounts described in the 2014 proxy
statement, such changes have been reflected on Initial Statements of
Beneficial Ownership on Form 3 or Statements of Change in Ownership on
Form 4 filed with the SEC. Additional information can also be found in
Gannett’s Annual Report on Form 10-K for the fiscal year ended December
29, 2013, filed with the SEC on February 27, 2014 and in Gannett’s
Quarterly Reports on Form 10-Q for the first three quarters of the
fiscal year ended December 28, 2014 filed with the SEC on May 7, 2014,
July 30, 2014 and November 5, 2014, respectively. Details concerning the
nominees of Gannett's Board of Directors for election at the 2015 Annual
Meeting will be included in the Proxy Statement. BEFORE MAKING ANY
VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO
READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC,
INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS
THERETO BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
shareholders will be able to obtain a copy of the definitive proxy
statement and other documents filed by the Company free of charge from
the SEC's website,www.sec.gov.
The Company's shareholders will also be able to obtain, without charge,
a copy of the definitive Proxy Statement and other relevant filed
documents by directing a request by mail to Gannett Co., Inc., 7950
Jones Branch Drive, McLean, VA 22107, or from the Company's website, http://www.gannett.com.
Source: Gannett Co., Inc.
For media inquiries:
Gannett
Jeremy Gaines, 703-854-6049
Vice
President, Corporate Communications
jmgaines@gannett.com
or
Sard
Verbinnen & Co.
George Sard/Stephanie Pillersdorf, 212-687-8080
or
For
investor inquiries:
Gannett
Jeffrey Heinz, 703-854-6917
Vice
President, Investor Relations
jheinz@gannett.com