May 6, 2016

Tribune Publishing on Friday released a slate of talking points aimed at supporting its decision to rebuff Gannett’s recent $815 million offer to buy the company.

The statement, labeled “Setting the Record Straight,” lists seven “myths” about Gannett’s recent bid and offers a series of brief rebuttals stating its case.

Among the positions Tribune takes issue with: Gannett’s claim that its offer for the company is “highly compelling,” the notion that Tribune’s management has been unresponsive and the idea that a merger would ultimately benefit both companies.

Calling Gannett’s bid “opportunistic,” the statement accuses the newspaper company of undervaluing the Tribune and compares its possible sale to recent big-dollar purchases of the Financial Times and The Washington Post.

Gannett, which went public with its offer in late April, has repeatedly called its offer to buy Tribune at a 63 percent premium of its April 22 share price generous. But Tribune disputed that characterization in its statement, noting that both The Post and Financial Times were sold for many times their annual earnings before interest, taxes and other items.

Saying the premium in Gannett’s offer was “inflated by a depressed stock price,” Tribune cited the recent discontinuation of a dividend and the disclosure of an accounting weakness as among the factors that supposedly undervalued the company.

Tribune’s decision to compare itself to The Washington Post and the Financial Times was explored in a Thursday analysis by Bloomberg Gadfly, which noted that the deals for both the Post and the FT were described as extraordinary by analysts and executives when they closed.

Tribune’s talking points also attempt to counter Gannett’s line that the company has been unresponsive, accusing the newspaper chain of going public with its offer without giving “Tribune the time it needed to thoroughly review the proposal.” It also says Gannett brass didn’t request a meeting to discuss its proposal with Tribune’s bosses before going public.

Also called into question is a recent tactic by Gannett to urge shareholders not to back Tribune’s forthcoming slate of director nominees.

Gannett’s hostile approach and illusory ‘withhold’ campaign reflect their limited standalone strategic options and are a desperate attempt to steal the company.

Tribune’s statement comes just a day after Michael Ferro, the primary shareholder of Tribune Publishing, appeared on Bloomberg TV to defend his newly announced moneymaking strategy, which includes turning the Los Angeles Times into a worldwide chronicle of the entertainment business.

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Benjamin Mullin is the managing editor of Poynter.org. He previously reported for Poynter as a staff writer, Google Journalism Fellow and Naughton Fellow, covering journalism…
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