Gannett Recommends Rejection of Mini-Tender Offer by TRC Capital Corporation
McLEAN, VA – Gannett Co., Inc. (NYSE: GCI) has received notification of an unsolicited mini-tender offer by TRC Capital Corporation. TRC Capital is offering to purchase up to 2,500,000 shares, or approximately 1.09%, of the outstanding Gannett common stock, at a price of $29.45 net per share. The price offered represents a 3.88% discount to the $30.64 closing price on the New York Stock Exchange on May 13, 2008, the day prior to the date the offer commenced.
Gannett does not endorse this offer and recommends that stockholders not tender their shares in response to the mini-tender offer. It is very important to note that TRC Capital’s offer is subject to numerous conditions, including there being no decline in the market price of Gannett’s common stock and the availability of financing for the purchase on terms satisfactory to TRC Capital. Therefore, TRC Capital has no obligation to complete the offer if there is any decline in the market price of our shares. In addition, TRC Capital may amend its offer, including an amendment to reduce its offering price. Stockholders should be advised that Gannett has no affiliation with TRC Capital, its offer or the offer documentation.
Gannett urges investors to obtain current market quotations for their Gannett common stock, consult with their broker or financial advisor and exercise caution with respect to this offer and its terms.
Stockholders should note that TRC Capital’s offer is what is commonly referred to as a “mini-tender” offer. TRC Capital has made a number of “mini-tender” offers for the shares of other companies. Mini-tender offers avoid many of the investor protections afforded for larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission (“SEC”), and other procedures required by United States securities laws. The SEC has issued an investor alert regarding mini-tender offers. The SEC noted that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s advisory may be found on the SEC’s website at https://www.sec.gov/investor/pubs/minitend.htm.
Gannett stockholders who have already tendered are advised that under the terms of the published offer, they may withdraw their shares by providing the written notice described in TRC Capital’s offering documents prior to the expiration of the offer, currently scheduled for 12:01 a.m., New York City time, on Friday, June 13, 2008.
Gannett encourages broker-dealers as well as other market participants to review both the SEC and the New York Stock Exchange recommendations on the dissemination of mini-tender offers. Gannett requests that a copy of this press release be included with all distributions of materials relating to TRC Capital’s “mini-tender” offer.
Gannett Co., Inc. is a leading international news and information company that publishes 85 daily newspapers in the USA, including USA TODAY, the nation’s largest-selling daily newspaper. The company also owns nearly 900 non-daily publications in the USA and USA WEEKEND, a weekly newspaper magazine. Gannett subsidiary Newsquest is the United Kingdom’s second largest regional newspaper company. Newsquest publishes nearly 300 titles, including 17 daily newspapers, and a network of prize-winning Web sites. Gannett also operates 23 television stations in the United States and is an Internet leader with sites sponsored by its TV stations and newspapers including USATODAY.com, one of the most popular news sites on the Web.
Vice President of Corporate Communications