Gannett Reviews Its Tribune Publishing Offer After Mixed Shareholder Vote – Update

David Lieberman

Updated 2 June 2016 at 3:45 pm

Updated with Gannett response, 12:45 PM: Looks like Tribune Publishing just narrowly avoided a potentially embarrassing vote by unaffiliated shareholders to symbolically support sale talks with Gannett.

Although the official tally from today’s annual meeting still isn’t out, Gannett figures that 49% of those not tied to the Los Angeles Times publisher’s management, and its lead investor Michael Ferro, withheld their votes for the director slate.

Gannett asked stock owners to vote “withhold” for Tribune’s directors saying that it would “send a clear message” that they want the board to talk about the USA Today owner’s $864 million offer. At $15 a share, it’s 99.5% more than Tribune’s trading price before April 25, when Gannett disclosed its initial bid.

Following today’s vote, Gannett says that it’s “reviewing whether to proceed with its acquisition offer.”

It says that more than half of Tribune’s shares from unaffiliated owners were withheld from Ferro, CEO Justin Dearborn and Director Eddy Hartenstein. About 58% were withheld from nominees David Dibble and Philip Franklin.

What’s more, it says that four “of Tribune’s largest independent stockholders withheld support from Tribune’s director nominees.”

But it wasn’t the resounding protest that Gannett wanted. Tribune’s stock is down 5% to about $11. Gannett is up less than 1%.

Tribune declared victory shortly after the meeting.

“We thank Tribune Publishing shareholders for their support as we continue to execute our strategic transformation and reposition the company for long-term growth,” Ferro said. “We have a tremendous opportunity at Tribune as we move aggressively to implement the changes necessary to succeed in the current environment and today’s results demonstrate that the majority of our voting shareholders agree.”

Later the company said that Gannett’s vote tally is “speculative” and “an effort to mislead and confuse Tribune shareholders.” It added that the board is is “receptive to signing a customary, mutual nondisclosure agreement and sharing information that would allow Gannett to make a more credible proposal” although Gannett “has shown no willingness to increase its bid to a compelling price level.”

Tribune says that it can create more value with its plan to build the Los Angeles Times and accelerate the company’s digital transformation.

To further protect itself, Tribune adopted a poison pill anti-takeover defense: If someone buys 20% or more of Tribune’s stock then the company would give all other investors the right to double their share of its equity.

It also made Patrick Soon-Shiong’s Nant Capital the No. 2 investor by issuing new shares and selling him 12.9% of the company shares for $70.5 million — equal to $15 a share.

That deal now is being challenged by a shareholder, Capital Structures Realty Advisors. It asked a Delaware court Wednesday to deem it a violation of Tribune’s fiduciary responsibilities to investors.

The complaint alleges that Tribune tried to persuade Oaktree Capital, the No. 2 shareholder with 14% and supporter of a deal with Gannett, to sell its shares to Soon-Shiong. When Oaktree refused, Tribune made its deal directly with Soon-Shiong.

Ferro “was searching for a like-minded large stockholder to blunt the substantial momentum building behind Gannett’s offer” and effort to persuade investors to withhold their votes for directors, the suit says.

The board made the sale “in order to entrench itself, and in breach of its duty of loyalty to the company,” the plaintiffs add. Capital Strictures wants the court to reverse the stock sale to Soon-Shiong and order Tribune to consider offers from Gannett and possibly others.