Icahn Urges Gannett to Consider Takeover Bids After Spinoff

Billionaire activist investor Carl Icahn is urging Gannett Co.’s board to be open to takeover offers after the company splits its print and broadcasting divisions.

Icahn wants the company to adopt a provision saying it won’t institute a poison pill -- which is designed to thwart unwanted buyout offers -- without the approval of shareholders. In a letter to the company disclosed in a regulatory filing, he also nominated two directors to Gannett’s board.

“These proposals are an important first step towards protecting Gannett shareholders, preserving their rights and making it simpler for either company to be acquired if shareholders wish to see this effectuated,” wrote Icahn, who holds a 6.6 percent stake in Gannett.

Gannett, the owner of USA Today, announced in August that it will spin off its publishing business in a tax-free distribution to shareholders. The split will leave a company focused exclusively on broadcasting and digital assets, including Cars.com and CareerBuilder.

That new structure has yet to be completed.

It wouldn’t be surprising if Gannett’s two new companies become takeover targets, making it unclear why Icahn felt the need to write the letter, Ed Atorino, an analyst with Benchmark Co., said by phone.

‘Aggressive Actions’

Mergers are “sort of an obvious possibility once Gannett breaks up into two pieces,” Atorino said. “It’s not a brilliant, brand new suggestion.”

“Gannett Publishing could be a target for acquisition by someone like” Tribune Publishing Co., he said. “They’re the biggest newspaper publishing company.”

Matt Hutchison, a spokesman for Tribune, said the company doesn’t comment on speculation or rumors. Gannett said in a separate statement that it will evaluate Icahn’s proposals.

“We are surprised by Mr. Icahn’s aggressive actions, including his threat to run a proxy contest to force wholesale changes in Gannett’s corporate governance and dictate the corporate governance of a company whose governance profile has yet to be determined,” said Marge Magner, nonexecutive chairman of Gannett’s board. “His overreaching campaign to advance his own agenda will not deter the board of Gannett from continuing to serve the interests of all of our shareholders.”

Different Terms

Icahn also recommended Gannett adopt a provision that keeps the board from approving a classified board structure without shareholder approval. On classified boards, directors serve for different term lengths, which can make a hostile takeover more difficult.

Additionally, Icahn asked for a provision permitting holders of at least 10 percent of outstanding shares to call special meetings, a move that gives Gannett shareholders more power.

Icahn told CNBC Thursday after the filing that he’s urging Gannett to adopt more shareholder-friendly corporate governance practices with its spinoff that would be similar to measures agreed to this week by EBay Inc., another company he targeted.

“I think the corporate governance -- the communication from Gannett -- has been horrible,” Icahn said in the CNBC interview. “We hope to negotiate over the next few weeks or whatever -- obviously peace is better than war -- and we hope they’ll agree to this” without a proxy fight.

Gannett, based in McLean, Virginia, rose 2.2 percent to $32.06 at 4 p.m. New York time.

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