Gannett Co. announced that its board unanimously rejected a $1.4 billion hostile takeover bid by Digital First Media as not “credible,” or in the best interests of the company or its shareholders.
Digital First Media, officially known as MNG Enterprises, had submitted a proposal acquire Gannett for $12.00 per share in cash on Jan. 15. Gannett is the publisher of USA Today and a network of local newspapers.
Digital First Media, majority owned by New York hedge fund Alden Global Capital, owns about 200 local newspapers and online media properties across the U.S., including the Boston Herald, the Denver Post, the San Jose Mercury News, and the Orange County Register. MNG Enterprises also owns a 7.5% stake in Gannett. Critics have accused Digital First Media of making savage cuts to local newspapers with a strategy of reinvesting cash from those businesses into Alden Global’s under-performing assets.
Gannett stock fell as much as 5% in morning trading Monday on the rejection of the MNG Enterprises proposal. [UPDATE: Gannett shares closed down 2.3%, to $10.96 per share.]
In spurning MNG Enterprises’ offer, Gannett said Monday its board supports the company’s digital strategy and “will continue to pursue accretive growth through disciplined, selective acquisitions that provide synergies with Gannett’s large customer base of consumers and marketers.” Gannett also signaled that it will continue to undertake cost-cutting moves “in a thoughtful and strategic manner” as its legacy print business declines.
“Our board of directors is confident that Gannett has significant value creation potential. Our vision and pursuit of our digital transformation, combined with our USA Today Network strategy, enables us to serve more directly and efficiently the persistent demand of our audiences and customers to engage with their communities,” Gannett chairman J. Jeffry Louis said in a statement.
In response to Gannett’s rejection, MNG Enterprises fired back with a statement that “Gannet has no credible plan to achieve $12-per-share valuation on its own.” MNG notes it’s offer represents a 41% premium over Gannett’s stock price at the end of 2018.
“Gannett’s board today sent shareholders a clear message: that it intends to block immediate and certain value creation opportunities in favor of a speculative future engineered by the team that already has destroyed over 40% of the company’s value,” MNG’s statement said in part.
According to Gannett, MNG’s proposal provided no information about how MNG would finance the transaction and “failed to address potential regulatory risks and other fundamental issues that Gannett considered important to its assessment of the proposal.” MNG insisted that a non-disclosure agreement be in place before negotiating with Gannett, which Gannett said it concluded was “a distraction designed to mask MNG’s inability to finance and complete the proposed transaction. Indeed, given MNG’s refusal to provide even the most basic answers to Gannett’s questions, it appears that MNG does not have a realistic plan to acquire Gannett.”
MNG said it has retained Moelis & Co. as financial adviser and Olshan Frome Wolosky LLP as legal counsel in the matter.