Gannett
Co.


GCI -1.97%

stated it continues to discover a takeover proposal from Digital First Media insufficient after assembly with representatives from the hedge-fund backed newspaper chain final week.

The assembly got here after Gannett, one of many nation’s largest newspaper chains and writer of USA At the moment, rejected the provide from Digital First, often known as MNG Enterprises Inc., to purchase it for $1.four billion, or $12 a share. Concurrently, Digital First, which is one in all Gannett’s largest shareholders with a couple of 7.5% stake, can also be waging a proxy battle.

Shares of Gannett had been buying and selling at $10.90 a share on Monday afternoon, down 2.3%.

Digital First described the transaction as a merger or mixture, not as an acquisition because it initially proposed, Gannett stated Monday, describing particulars from Thursday’s assembly concerning the potential deal. Nonetheless, the Virginia-based firm stated Digital First hadn’t secured potential financing as of final week. Digital First deliberate to finance the cope with debt as an alternative of latest fairness, Gannett stated.

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Digital First stated that it wasn’t involved about antitrust regulatory points or pension liabilities, with out offering additional particulars, Gannett stated. MNG additionally anticipated Gannett holders to share in these dangers, suggesting it had no willingness to bear these dangers alone, in keeping with Gannett.

Gannett stated Digital First’s statements had been imprecise and unsubstantive.

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MNG stated in a response Monday that Gannett had mischaracterized the assembly. MNG plans to have financing in place inside a couple of weeks and due diligence could possibly be accomplished inside 4 weeks with Gannett’s cooperation, the corporate stated.

“Gannett is solely making an attempt to distract from the truth that they don’t have any credible path to realize a $12 valuation on their very own,” MNG representatives stated in an announcement.

Final week, it nominated a slate of six candidates for Gannett’s board and stated it might solicit shareholder votes to overtake the panel. MNG Chairman Joseph Fuchs and former MNG CEO Steven Rossi are among the many nominees for Gannett’s board.

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All of Digital First’s nominees have ties to its operations and Alden International Capital LLC, the New York hedge fund that’s Digital First’s majority proprietor. Alden and Digital First are identified for slashing prices on the titles they purchase.

“Gannett believes MNG’s clearly conflicted nominees are usually not ready to pretty, and in a disinterested approach, consider and advise Gannett shareholders on MNG’s proposed transaction,” the corporate stated.

Gannett claimed that a few of Digital First’s nominees are ineligible to run beneath antitrust legal guidelines and its personal guidelines. Mr. Fuchs, 78 years previous, exceeds the obligatory retirement age for its administrators, the corporate stated.

Write to Kimberly Chin at [email protected]

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