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Gannett triggered hostile takeover by refusing to extend filing deadline

MNG sought ‘good faith’ negotiations without ‘unnecessary and costly’ proxy fight

By David Wildstein, February 11 2019 8:28 pm

Gannett refused to extend the filing deadline for their 2019 Board of Directors elections, forcing the company seeking to purchase the newspaper giant to file their own slate of candidates, according to a filing by the proposed buyer with the Securities and Exchange Commission.

MNG Enterprises, which launched a $1.4 billion takeover bid last month to acquire the Gannett chain – which includes eight New Jersey dailies – asked for an extension so they could continue “good faith” negotiations without an “unnecessary and costly” proxy fight.

Gannett declined, putting them at odds with at least one of their New Jersey editorial boards that has opined that voter choice should supersede arbitrary deadlines.

MNG, which also operates as Digital First Media, said in the filing that Gannett waited until the final day to turn them down.  That move left them with no choice but to file a full slate of director candidates and take the fight directly to the stockholders.

Short Hills native Heath Freeman, 38, is on the slate.  He is the president of Alden Global Capital, a hedge fund that controls MNG. Also on the slate are Steven Rossi, a former executive vice president and general manager of the Philadelphia Inquirer, and Guy Gilmore, the former president and publisher of the Allentown Morning Call.

The (Bergen) Record, the Asbury Park Press, the Courier News, the Courier-Post, the Home News Tribune, the Daily Record, the Daily Journal, and the Herald News are currently owned by Gannett.   Digital First Media owns more than 200 newspapers nationwide, including the Trentonian.

None of the New Jersey Gannett newspapers have acknowledged the proposed sale to their readers

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