MNG Outlines Simple Case for Change at Gannett Board

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    Don’t Buy into Gannett’s Deflection from the Facts

    Focus on the Facts: Net Income Down 93%; Operating Income Down 87%;
    Free Cash Flow Down 52% since 2015 Spin-Off

    DENVER–(BUSINESS WIRE)–MNG Enterprises, Inc. (“MNG”), owner and operator of one of the largest
    newspaper businesses in the U.S. and the largest active shareholder in
    Gannett Co., Inc. (NYSE:GCI) (“Gannett” or the “Company”), with an
    approximate 7.4% ownership interest, today outlined the case for change
    on the Gannett Board of Directors (the “Board”).

    Simply put, Gannett’s current strategy is flawed and clearly moving in
    the wrong direction. If shareholders do not vote for change now, we fear
    shareholder value will continue to precipitously decline. Gannett has
    suffered from a series of value-destroying decisions made by an
    unfocused leadership team. They lack focus on managing the Core
    Publishing Business and have a track record of terrible capital
    allocation. Moreover, the Board has doubled-down on questionable digital

    Gannett’s ONLY defense has been deflection and yellow journalism –
    bashing and mud-slinging its largest active shareholder with misleading
    information on MNG and its board nominees, all dutifully parroted by its
    own publications and, thus, further wasting shareholder and company
    money. MNG asks our fellow shareholders to FOCUS ON THE FACTS. Don’t buy
    into the ruse. Hold Gannett’s Board accountable. Do not be distracted.
    This campaign is first and foremost about the urgent need to maximize
    value before your investment is squandered on the current Board’s
    hapless digital strategy.

    Amazingly, Gannett is asking shareholders to re-elect an entire
    Board, which has:

    • Overseen significant underperformance. Gannett has underperformed its
      peers,1 the S&P 500, and the Russell 2000 by 15%, 51%, and
      37%, respectively, since spin-off.2
    • Overseen significant value destruction. Net Income has declined
      by 93%, Operating Income has declined by 87%, Free Cash Flow has
      declined by 52%, and Market Capitalization has declined by 41% ($780
      million) since spin-off.3
    • Continued to follow a flawed and failing digital acquisition
      Spent approximately $350MM on questionable and dilutive
      digital acquisitions since 2015, equating to over $3.00 a share, or
      36% of Gannett’s entire market capitalization.
    • Failed to respond appropriately to a bona fide 41% premium cash
      Gannett never seriously engaged on our premium, all-cash
      $12.00 per share proposal.
    • Failed to commence a full review of strategic alternatives.
      Gannett has not offered a reasonable explanation to shareholders.
    • Approved the highest CEO compensation among peers1.
      Despite underperforming peers1 over the past three years,
      Gannett has approved the highest CEO compensation within its peer set1
      with a misguided focus on revenue at the expense of profitability.
    • Very little skin in the game. The incumbent Board owns less
      than 1% of the total shares outstanding (and seven of eight directors
      have not purchased a single share in the open market since Gannett’s
      debut as a public company).


    The Gannett Board needs a catalyst for change. If elected, MNG’s
    nominees would request that the Board immediately commence a full review
    of strategic alternatives to maximize value for all Gannett
    shareholders, including an open process to sell the Company. The MNG
    nominees also would provide much needed independent perspectives,
    experience and oversight required to put Gannett on the path to a
    profitable and sustainable future.

    MNG is asking you to elect directors who:

    • Are committed to maximizing value for all Gannett shareholders
      now before further value is destroyed.
    • Believe that executive compensation plans should incorporate
      metrics that incentivize profitable growth.
    • Are leading industry consolidators and operators who are able to
      successfully acquire and integrate newspapers and position them for
      long-term profitability.
    • Would refocus on Gannett’s neglected publishing business to drive
      cash flow generation.
    • Have the right mix of newspaper turnaround, real estate, and
      capital allocation expertise to improve the Gannett board.
    • Would provide the objective perspective, experience and oversight
      required to put Gannett on the path to a profitable and sustainable
    • Will have real “skin in the game” – MNG is a 7.4% shareholder
      and its nominees have expressed an intention to invest in Gannett if

    VOTE THE BLUE CARD, including the three MNG nominees and up to
    five of Gannett’s nominees other than the three Gannett nominees we
    are not supporting: John Cody, Stephen Coll and Larry Kramer
    . Two of
    those Gannett nominees, John Cody and Stephen Coll, serve on the
    Transaction Committee of the Board that was formed on January 21, 2019
    to assist the Board in its consideration of MNG’s proposal and related
    matters, and we believe should be held accountable for the lack of
    meaningful engagement and response to MNG’s acquisition offer and calls
    for a strategic review.

    You can vote by Internet, telephone or by signing and dating
    the enclosed BLUE proxy
    card or BLUE voting instruction
    form and mailing it in the postage paid envelope provided. We urge you
    NOT to vote using any white proxy card or voting instruction form you
    receive from Gannett. Please discard any white proxy card.

    If you have any questions about how to vote your shares, please contact
    MNG’s proxy solicitor, Okapi Partners LLC, at its toll-free number (888)
    785-6668 or via email at [email protected].

    Additional information about MNG, its proposal to acquire Gannett, and
    its nominees for election to the Board is available at

    Moelis & Company LLC is acting as financial advisor to MNG. Akin Gump
    Strauss Hauer & Feld LLP and Olshan Frome Wolosky LLP are serving as its
    legal counsel. Okapi Partners LLC is acting as MNG’s proxy solicitor.

    About MNG Enterprises

    MNG Enterprises, Inc. is one of the largest owners and operators of
    newspapers in the United States by circulation, with approximately 200
    publications including The Denver Post, The Mercury News, The Orange
    County Register and The Boston Herald. MNG is a leader in local,
    multi-platform news and information, distinguished by its award-winning
    original content and high quality, diversified portfolio of both print
    and local news and information web sites and mobile apps offering rich
    multimedia experiences across the nation. For more information, please

    Additional Information

    MNG Enterprises, Inc., together with the other participants in its proxy
    solicitation, have filed a definitive proxy statement and an
    accompanying BLUE proxy card with
    the Securities and Exchange Commission (the “SEC”) to be used to solicit
    votes for the election of MNG’s slate of highly-qualified director
    nominees at the 2019 annual meeting of stockholders (the “Annual
    Meeting”) of the Company. Stockholders are advised to read the proxy
    statement and any other documents related to the solicitation of
    stockholders of the Company in connection with the Annual Meeting
    because they contain important information, including additional
    information relating to the participants in MNG’s proxy solicitation.
    These materials and other materials filed by MNG in connection with the
    solicitation of proxies are available at no charge on the SEC’s website
    The definitive proxy statement and other relevant documents filed by MNG
    with the SEC are also available, without charge, by directing a request
    to MNG’s proxy solicitor, Okapi Partners LLC, at its toll-free number
    (888) 785-6668 or via email at [email protected].

    1 Peers include Graham Holdings Company, Lee Enterprises,
    Incorporated, Meredith Corporation, The McClatchy Company, New Media
    Investment Group Inc., The New York Times Company, Scholastic
    Corporation, and Tribune Publishing Company; selected by MNG based on
    criteria including revenue, exposure to print publishing and footprint
    across multiple markets.

    2 Represents total shareholder return from June 29, 2015 to
    January 11, 2019 per S&P Capital IQ.

    3 Changes in Gannett financial results since its 2015
    spin-off from its former parent company reflect changes in trailing
    12-month financials from June 28, 2015 to December 31, 2018; change in
    market capitalization from June 29, 2015 to January 11, 2019 per S&P
    Capital IQ.


    Paul Caminiti / Hugh Burns /
    Renée Soto
    +1 212.433.4600
    [email protected]

    Okapi Partners LLC
    Bruce Goldfarb/Pat
    + 212.297.0720
    [email protected]