Tribune and Gannett meet in Chicago with no progress on deal

Gannett and Tribune Publishing leadership met in Chicago Thursday, but no progress was made on an unsolicited bid to buy the Chicago-based newspaper chain, according to a Securities and Exchange Commission filing.

The meeting, held at the suggestion of Tribune Publishing Chairman Michael Ferro, brought Gannett Chairman John Jeffry Louis and CEO Robert Dickey together with Ferro and CEO Justin Dearborn. Sources said it was the first face-to-face meeting between executives of the two companies since Gannett's $815 million offer was made public last month.

Louis and Dickey reiterated Gannett's offer Thursday, while Ferro said Tribune is committed to pursuing its recently outlined business strategy, and "no meaningful progress was made to discuss the terms of the Offer or a process for going forward," according to the filing.

McLean, Va.-based Gannett, publisher of USA Today and more than 100 newspapers, offered to buy Tribune Publishing for $12.25 per share in an all-cash deal that included the assumption of $390 million in debt. Tribune Publishing's board voted unanimously to reject the offer May 4.

"Gannett is committed to engaging in substantive discussions with Tribune regarding its $12.25 all-cash, premium offer," the company said in a statement Friday. "We look forward to Tribune's board acting as responsible financial stewards in the best interests of its shareholders."

On Monday, Tribune Publishing's board adopted a shareholder rights plan to defend itself against Gannett's unsolicited bid. The so-called poison pill approach would kick in if a group buys more than 20 percent of Tribune Publishing's shares, making a sale of the company more expensive and effectively preventing Gannett from going directly to Tribune Publishing shareholders with a tender offer, forcing negotiations to run through the board.

On a phone call with Louis Tuesday, Ferro reiterated several times that Tribune was "not for sale," according to the filing.

Tribune Publishing's second-largest shareholder, Los Angeles investment firm Oaktree Capital Management, said last week it wants the Chicago-based owner of the Los Angeles Times, Chicago Tribune and other major newspapers to explore a possible sale to Gannett.

Ferro became Tribune Publishing's largest shareholder in early February when his investment firm, Merrick Media, bought a 16.6 percent stake in a $44.4 million deal. Oaktree owns 14.8 percent of Tribune Publishing.

A Tribune Publishing spokeswoman confirmed the meeting with Gannett took place, but declined to comment Friday.

rchannick@tribpub.com

Twitter @RobertChannick

Copyright © 2018, CT Now
34°