CHICAGO--(BUSINESS WIRE)--Tribune Publishing Co. (NYSE: TPUB) today announced that Egan-Jones, a leading independent proxy advisory firm, has recommended Tribune shareholders vote “For” all of the Company’s directors and reject Gannett’s withhold campaign. The Egan-Jones report follows similar recommendations from leading independent proxy voting and corporate governance advisory firms Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”). All three proxy advisory firms have recommended that Tribune shareholders ignore Gannett’s withhold campaign.
“The fact the leading proxy advisory firms all agree that shareholders should reject Gannett’s withhold campaign sends a clear message that the Board has taken the right approach to protect Tribune shareholders,” said Tribune Publishing CEO Justin Dearborn. “We remain focused on one unwavering goal – acting in the best interests of all shareholders. We continue to work tirelessly on executing our transformation plan and creating superior value for all shareholders.”
Egan-Jones stated the following in its May 25, 2016 report1:
- “…Gannett’s offer undervalues the Company’s stock price. The premium of 63% was based on the Company’s depressed stock price, which is a clear statement that the dissident shareholder took advantage of the Company’s situation.”
- “Gannett’s proposal is an attempt to disrupt the Company’s efforts and strategies towards its transformation.”
- “…Gannett has not offered a comprehensive strategic plan in terms of corporate governance by bringing new director nominees to the Board. In fact, Gannett suggests to WITHHOLD on the Board nominees, who possess superior qualifications and skills and will lead the Company to an improved status.”
Goldman, Sachs & Co. and Lazard are acting as financial advisors and Kirkland & Ellis LLP is acting as legal advisor to Tribune Publishing.
About Tribune Publishing:
Tribune Publishing Company (NYSE:TPUB) is a diversified media and marketing-solutions company that delivers innovative experiences for audiences and advertisers across all platforms. The company’s diverse portfolio of iconic news and information brands includes 11 award-winning major daily titles, more than 60 digital properties and more than 180 verticals in markets, including Los Angeles; San Diego; Chicago; South Florida; Orlando; Baltimore; Carroll County and Annapolis, Md.; Hartford, Conn.; Allentown, Pa., and Newport News, Va. Tribune Publishing also offers an array of customized marketing solutions, and operates a number of niche products, including Hoy, El Sentinel and VidaLatina, making Tribune Publishing the country’s largest Spanish-language publisher. Tribune Publishing Company is headquartered in Chicago.
Cautionary Statements Regarding Forward-looking Statements:
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties, including, without limitation, statements regarding Tribune Publishing’s expectations regarding its strategic transformation plan. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “will,” “projections,” “continue,” “business outlook,” “estimate,” “outlook,” or similar expressions constitute forward-looking statements. Differences in Tribune Publishing’s actual results from those described in these forward-looking statements may result from actions taken by Tribune Publishing as well as from risks and uncertainties beyond Tribune Publishing’s control. These risks and uncertainties include competition and other economic conditions including fragmentation of the media landscape and competition from other media alternatives; changes in advertising demand, circulation levels and audience shares; the Company’s ability to develop and grow its online businesses; the Company’s reliance on revenue from printing and distributing third-party publications; changes in newsprint prices; macroeconomic trends and conditions; the Company’s ability to adapt to technological changes; the Company’s ability to realize benefits or synergies from acquisitions or divestitures or to operate its businesses effectively following acquisitions or divestitures; the Company’s success in implementing expense mitigation efforts; the Company’s reliance on third-party vendors for various services; adverse results from litigation, governmental investigations or tax-related proceedings or audits; the Company’s ability to attract and retain employees; the Company’s ability to satisfy pension and other postretirement employee benefit obligations; changes in accounting standards; the effect of labor strikes, lockouts and labor negotiations; regulatory and judicial rulings; the Company’s indebtedness and ability to comply with debt covenants applicable to its debt facilities; the Company’s ability to satisfy future capital and liquidity requirements; the Company’s ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms; and other events beyond the Company’s control that may result in unexpected adverse operating results. The Company’s actual results could also be impacted by the other risks detailed from time to time in its publicly filed documents, including in Item 1A (Risk Factors) of its most recent Annual Report on Form 10-K, in its Quarterly Report on Form 10-Q and in other reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
1 Permission to quote from the Egan-Jones report was neither sought nor obtained.