Tribune’s Ferro Backed Gannett Bid in Meeting, Suitor Says

  • Chairman wanted ‘significant role’ after deal, letter claims
  • USA Today publisher urges Tribune investors to reject board

Tribune Publishing Co. Chairman Michael Ferro said privately he’d support Gannett Co.’s takeover bid only if he obtained a “significant role” in the company after the deal closed, according to a letter released by the newspaper company’s hostile suitor.

Ferro offered to back the deal in a May 12 meeting with Gannett executives. He said he wanted to be the combined company’s “largest shareholder,” Gannett said Friday in the letter to Tribune investors.

Tribune, based in Chicago, is weighing Gannett’s latest bid of $15 a share, valued at $479 million, after rejecting earlier overtures. The publisher of USA Today recently upped its offer from the $12.25 it proposed publicly on April 25 after unsuccessfully making a private bid. Gannett also would have to assume about $385 million in Tribune debt.

Ferro “went on to state that he is unwilling to engage in a process unless he, personally, would get ‘a piece of the action,”’ McLean, Virginia-based Gannett said in the letter.

In a statement Friday, Tribune said that Ferro’s comments during the May 12 meeting were “grossly mischaracterized and taken out of context” and Gannett executives are “misleading investors with half-truths and conjecture designed to mask their desperate need to acquire Tribune Publishing to save their own business and their positions.”

Tribune said its board is still reviewing Gannett’s latest offer and is “prepared to engage regarding any reasonable proposal that delivers value for our shareholders.”

The Gannett letter is part of a campaign to persuade shareholders of Tribune, owner of the Chicago Tribune and Los Angeles Times, to withhold votes for the company’s slate of board candidates at its annual meeting on June 2.

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