0001193125-19-214233.txt : 20190806 0001193125-19-214233.hdr.sgml : 20190806 20190806173102 ACCESSION NUMBER: 0001193125-19-214233 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190806 DATE AS OF CHANGE: 20190806 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gannett Co., Inc. CENTRAL INDEX KEY: 0001635718 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 472390983 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36874 FILM NUMBER: 191003245 BUSINESS ADDRESS: STREET 1: 7950 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22107 BUSINESS PHONE: 703-854-6000 MAIL ADDRESS: STREET 1: 7950 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22107 FORMER COMPANY: FORMER CONFORMED NAME: Gannett SpinCo, Inc. DATE OF NAME CHANGE: 20150305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gannett Co., Inc. CENTRAL INDEX KEY: 0001635718 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 472390983 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 7950 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22107 BUSINESS PHONE: 703-854-6000 MAIL ADDRESS: STREET 1: 7950 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22107 FORMER COMPANY: FORMER CONFORMED NAME: Gannett SpinCo, Inc. DATE OF NAME CHANGE: 20150305 425 1 d785971d425.htm 425 425

Filed by Gannett Co., Inc.

Pursuant to Rule 425 under the Securities Act of 1933, as amended,

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934, as amended

Subject Company: Gannett Co., Inc.

Commission File No.: 001-36874

On August 6, 2019, the following communication was distributed to certain customers of Gannett Co., Inc.:

Good afternoon,

I am reaching out because you may have seen the recent news announcing Gannett will be combining with New Media. It’s an exciting time in media and marketing!

Importantly, I want you to know that it is business as usual for our partnership and for us at LOCALiQ. Our mission to help your business grow through our industry leading advertising and marketing solutions remains core to everything that we do, and you can expect to continue to work with your dedicated sales and services teams.

LOCALiQ, the solutions brand that Gannett launched in 2018, was built to bring our clients leading search, SEO, social ads, website and listings solutions, along with our print and digital media offerings. These products are all designed to work together to bring you new customers efficiently and effectively.

We believe that a combination of the two companies will enable us to provide even more best-in-class features to our solutions including:

 

  •  

Reach to more potential customers – our two companies combine to reach 145 million unique visitors a month making us one of the largest sources of news and information on the internet in the US

 

  •  

Reporting enhancements in our “Client Center” – making it easier for you to see your complete campaign ROI

 

  •  

Deeper campaign analysis – our services teams are constantly mining data for insights that help you win

 

  •  

Smart Social Ads that optimize budgets to achieve your marketing goals

 

  •  

Ad innovations including branded content that help you drive engagement with customers

 

  •  

Print solutions with industry leading design – built for both impact and performance

Your sales executive will be calling you today to discuss our partnership and to set up a meeting to come in and visit.

If you have any questions, please email me at [email address].

As always, thank you for your partnership.

Kevin Gentzel

President, Marketing Solutions

USA TODAY NETWORK | LOCALiQ | Gannett

P. 212.715.5515

M: 917.679.8797

No Offer or Solicitation

This communication is neither an offer to sell, nor a solicitation of an offer to buy any securities, the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect Gannett’s and New Media’s current views regarding, among other things, the proposed transaction between Gannett and New Media, the expected timetable for completing the proposed transaction, the benefits and synergies of the proposed transaction and future opportunities for the combined company, as well as other statements that are other than historical fact. Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “target(s),” “project(s),” “believe(s),” “will,” “aim(s),” “would,” “seek(s),” “estimate(s)” and similar expressions are intended to identify such forward-looking statements.

Forward-looking statements are based on Gannett’s current expectations and beliefs and are subject to a number of known and unknown risks, uncertainties and other factors that could lead to actual results materially different from those described in the forward-looking statements. Gannett cannot give any assurance that its expectations will be attained. The actual results, liquidity and financial condition may differ from the anticipated results, liquidity and financial condition indicated in these forward-looking statements. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially from expectations or estimates reflected in such forward-looking statements, including, among others:

 

  •  

the parties’ ability to consummate the proposed transaction and to meet expectations regarding the timing and completion of the proposed transaction;

 

  •  

the satisfaction or waiver of the conditions to the completion of the proposed transaction, including the receipt of the required approval of Gannett’s stockholders and New Media’s stockholders with respect to the proposed transaction and the receipt of regulatory clearances required to consummate the proposed transaction, in each case, on the terms expected or on the anticipated schedule;

 

  •  

the risk that the parties may be unable to achieve the anticipated benefits of the proposed transaction, including synergies and operating efficiencies, within the expected time-frames, or at all;

 

  •  

the risk that the committed financing necessary for the consummation of the proposed transaction is unavailable at the closing, and that any replacement financing may not be available on similar terms, or at all;

 

  •  

the risk that the businesses will not be integrated successfully or that integration may be more difficult, time-consuming or costly than expected;

  •  

the risk that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the proposed transaction;

 

  •  

general economic and market conditions;

 

  •  

the retention of certain key employees; and

 

  •  

the combined company’s ability to grow its digital marketing and business services initiatives, and grow its digital audience and advertiser base.

Additional risk factors that could cause actual results to differ materially from expectations include, but are not limited to, the risks identified by Gannett in its most recent Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K. Such forward-looking statements speak only as of the date on which they are made. Except to the extent required by law, Gannett expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed transaction between Gannett and New Media. The proposed transaction will be submitted to Gannett’s stockholders and New Media’s stockholders for their consideration. In connection with the proposed transaction, New Media intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to shares of its common stock to be issued in the proposed transaction and a joint proxy statement for New Media’s stockholders and Gannett’s stockholders (the “Joint Proxy Statement”), and each of New Media and Gannett will mail the Joint Proxy Statement to their respective stockholders and file other documents regarding the proposed acquisition with the SEC. Stockholders are urged to carefully read all relevant documents filed with the SEC, including the Registration Statement and the Joint Proxy Statement, as well as any amendments or supplements to these documents, when they become available because they will contain important information about the proposed transaction. The Registration Statement, the Joint Proxy Statement and other relevant materials (when they become available) and any other documents filed or furnished by Gannett or New Media with the SEC may be obtained free of charge at the SEC’s web site, http://www.sec.gov. Copies will also be available at no charge in the “Investor Relations” sections of Gannett’s website, www.gannett.com and New Media’s website, www.newmediainv.com.

Participants in Solicitation

Gannett and New Media and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from holders of shares of Gannett common stock and holders of shares of New Media common stock in respect of the proposed transaction. Information about the directors and executive officers of Gannett is set forth in the proxy statement for its 2019 Annual Meeting of Stockholders, which was filed with the SEC on March 26, 2019. Information about the directors and executive officers of New Media is set forth in the proxy statement for its 2019 Annual Meeting of Stockholders, which was filed with the SEC on April 12, 2019. Investors may obtain additional information regarding the interest of such participants in the solicitation by reading the Registration Statement and the Joint Proxy Statement (once available). You may obtain free copies of these documents using the sources indicated above.