Tronc

MCLEAN, Va.–(BUSINESS WIRE)–Gannett Co., Inc. (NYSE:GCI) (“Gannett” or the “Company”) today issued the following statement regarding its $15.00 per share all-cash, no financing contingency, premium offer to acquire Tribune Publishing Company (NYSE:TPUB) (soon to be renamed “tronc”) (“Tribune”).

Gannett thanks the stockholders of Tribune for their historic, substantial support for its “WITHHOLD” vote at the Tribune Publishing 2016 annual meeting. The final results confirm the conclusions Gannett drew in its June 2, 2016 press release, including that five of eight Tribune directors received less than 50 percent support from shares voted that are unaffiliated with Tribune or its Chairman Michael Ferro.

Gannett values the 11 iconic newspapers of Tribune and has determined to keep its offer in place as it evaluates various near-term developments, including the Tribune second quarter 2016 financial results, which are expected in August.

Gannett continues to believe that the Tribune Board should engage constructively with Gannett toward negotiating a merger agreement that benefits both companies’ stockholders. Gannett also believes it is imperative for due diligence to occur soon given the apparent rapid series of changes taking place inside Tribune that may diminish the value of Tribune to Gannett.

Gannett urges Tribune to stop delaying constructive negotiations by insisting on limiting conditions in its non-disclosure agreement (NDA). Gannett is ready to sign a customary NDA for an all-cash transaction of this type that will not have a financing contingency – similar to the version sent to Tribune in April – and does not limit its options to submit an offer directly to Tribune stockholders. Gannett believes that maintaining this flexibility is important in light of the continued opposition to Gannett’s offer from Tribune’s Ferro-led board.

Gannett’s $15.00 all-cash, no financing contingency offer represents a premium of 99 percent to the $7.52 closing price of Tribune’s common stock on April 22, 2016, the last trading day before Gannett publicly announced its initial offer for Tribune. The $15.00 per share offer also represents a 76 percent premium to the $8.50 share price at which Tribune recently issued common stock to an entity controlled by Michael Ferro.

Methuselah Advisors is acting as the exclusive financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel.

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