Gannett Sends Open Letter to Shareholders

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    Unanimously Recommends that Shareholders Vote “FOR ALL” of Gannett’s
    Eight Experienced, Engaged and Independent Director Nominees on the
    WHITE Proxy Card

    MCLEAN, Va.–(BUSINESS WIRE)–Gannett Co., Inc. (NYSE: GCI) today sent an open letter to shareholders
    urging shareholders to vote “FOR ALL” of the company’s highly
    experienced, fully independent director nominees on the WHITE proxy card
    in connection with Gannett’s 2019 annual meeting of shareholders
    scheduled to be held on May 16, 2019.

    The full text of the letter follows below:

    Dear Fellow Shareholder,

    At the upcoming Annual Meeting on May 16, 2019, you will make a very
    important decision regarding the composition of the Gannett board that
    will shape the future of the company and have a lasting impact on the
    value of your investment.

    In recent weeks, we have appreciated having the opportunity to speak
    with many of you about our ongoing digital transformation and the
    progress we are seeing, as well as the efforts by MNG Enterprises, Inc.
    (“MNG”), a direct competitor of Gannett, and its majority shareholder
    Alden Global Capital (“Alden”) to take control of the company by
    installing their own directors, officers, colleagues and friends on the
    Gannett board – all while touting an unsolicited proposal to buy Gannett
    that they cannot finance or close. Now, in a last-ditch, desperate
    effort, MNG has announced that it is reducing the number of candidates
    that it is nominating for election to Gannett’s eight-member board from
    six to three.

    Importantly, the number of MNG nominees does not matter, as each of the
    three remaining MNG candidates still has irreconcilable conflicts of
    interest given each nominee’s close affiliations with MNG and/or Alden,
    and cannot be expected to act in the best interests of all Gannett
    shareholders. Further, MNG’s candidates have backgrounds and skillsets
    that we believe would not be additive to the Gannett board, and, indeed,
    would reduce the quality of the Gannett board to the detriment of both
    the company and its shareholders. In contrast, all eight of Gannett’s
    director nominees are FULLY independent and bring broad and diverse
    backgrounds, professional experience and skills in areas that are
    critical to Gannett’s business and future success. We believe that
    electing even one of MNG’s nominees to the Gannett board would put the
    value of your investment at risk.

    Your vote is very important. We encourage you to protect the value of
    your investment in Gannett by voting “FOR ALL” of your board’s eight
    independent nominees on the WHITE proxy card today.


    All of MNG’s candidates have clear conflicts of interest, which we
    believe would prevent them from being able to meaningfully fulfill their
    duties as Gannett directors:

    • Heath Freeman is the president and a founding member of Alden,
      vice chairman of MNG and chairman of the board of Fred’s, Inc., where
      he was appointed to the board pursuant to a Cooperation Agreement
      between Fred’s and Alden.
    • Steven Rossi was CEO of MNG until his retirement in November
      2017 and currently serves as a director on the Fred’s board after
      being appointed to the board pursuant to the same Cooperation
      Agreement as Mr. Freeman.
    • Dana Goldsmith Needleman is also a director of Fred’s, as well
      as a family friend of Mr. Freeman. They have known each other for
      years prior to Ms. Needleman being hand-picked to serve on the Fred’s
      board, including through business dealings, charitable organizations,
      a shared alma mater and documented social gatherings. Further, Ms.
      Needleman’s spouse represented Alden in real estate dealings, and Ms.
      Needleman made a sizeable personal donation to one of their alma
      mater’s organizations where Mr. Freeman is chairman of the advisory
      board. In short, it cannot reasonably be concluded that Ms. Needleman
      has “no material relationship” with Alden, and she is therefore NOT
      independent of MNG.

    Because of the significant and concerning conflicts of interest
    resulting from MNG’s candidates’ affiliations with a direct competitor
    and/or the controlling owner of a direct competitor, MNG’s candidates
    may face significant restrictions on the company information to which
    they could have access, meaning they could not benefit from the same
    information available to Gannett’s independent director nominees and
    would not be able to participate fully in decisions critical to creating
    value for our shareholders.


    As part of the board’s nomination process this year, the Nominating and
    Public Responsibility Committee and the full Gannett board reviewed
    MNG’s six proposed nominees, and unanimously concluded that NONE would
    bring incremental expertise to the board, and indeed would worsen the
    quality of the board in terms of skills and experience.

    Mr. Freeman, Mr. Rossi and Ms. Needleman have nearly no public board
    experience outside of serving together on the board of Fred’s, the
    Alden-controlled regional pharmacy chain. At Fred’s, they have overseen
    significant value destruction – with Fred’s stock declining 92% since
    Alden invested in December 2016, despite Fred’s operating in a steadily
    growing market.1 Mr. Freeman’s only other public board
    experience was at Emmis Communications Corp in 2010, where he was
    appointed not due to his qualifications but instead in connection with
    an Alden agreement to take Emmis private. He resigned a few months later
    after Alden pulled out of the deal.

    In contrast, all of Gannett’s independent nominees, including the three
    nominees MNG is seeking to replace, have a wealth of professional
    experience and expertise critical to Gannett’s operations and digital
    transformation, including finance, business development and strategic
    planning, M&A, digital media, journalism, marketing and advertising,
    technology and human resources. While MNG claims that it wants to focus
    on Gannett’s publishing business, MNG is now attempting to replace
    three directors on Gannett’s board, including two distinguished
    journalists, Stephen Coll and Larry Kramer, with a hedge fund president,
    a real estate dealmaker and a propane company manager turned newspaper
    executive without any background in journalism


    Contrary to MNG’s claims, MNG has NOT demonstrated an ability to
    position acquired newspapers for long-term profitability. It has been
    widely documented that MNG has drastically reduced jobs at its
    newspapers, thereby undercutting the papers’ ability to produce quality
    journalism and retain subscribers. Once subscribership falls due to lack
    of meaningful content, MNG responds with yet more cost cuts, and in some
    cases, closures of the papers all together.

    In addition to MNG’s baseless claims of having executed revivals of
    print newspapers, MNG is intentionally misleading shareholders in its
    calculations of Gannett’s performance and the illusory premium it offers
    shareholders. Even after Gannett clearly identified flaws in MNG’s
    calculations, MNG continues to make the same claims:

    • MNG compares Gannett’s 2018 results to a time when Gannett was not
      even a standalone company and ignores that the company’s digital
      marketing solutions business was built beginning in the second half of
      2016, with its contribution to performance only being reflected
    • MNG compares Gannett’s performance to companies outside its industry
      peer group and arbitrarily compares the “premium” of its illusory
      proposal not to Gannett’s unaffected stock price (as would be
      customary) but instead to the lowest closing price for Gannett’s
      shares in its entire 52-week range, taking advantage of the sharp
      decline the entire stock market experienced in December 2018.


    Your board and management team are executing a multi-year transformation
    strategy to position Gannett to thrive in a digital future. We are the
    first to acknowledge that transformations are hard and take time, and
    that we have more work to do. That said, we are confident that the steps
    we have taken – and are continuing to take – provide the best path
    forward for our company to deliver value in the near term. Our focused
    strategy to enhance Gannett’s growth and profitability is centered

    • Leveraging our nationwide scale and local presence to expand and
      deepen our relationships with consumers and businesses;
    • Accelerating organic digital revenue growth through innovative
      consumer experiences and new marketing and advertising solutions;
    • Pursuing accretive growth through disciplined, selective acquisitions
      that provide synergies with our customer base and markets; and
    • Aligning costs within our legacy print business in a thoughtful and
      strategic manner.

    The financial results our strategic initiatives have delivered to date
    reflect our progress and the potential for Gannett’s digital investments
    to serve as a growth engine for many years into the future. In 2018
    alone, Gannett:

    • Grew digital subscribers by 46%, bringing total paid digital-only
      subscribers to over 500,000.
    • Grew ReachLocal revenues by 15%.
    • Grew national digital advertising revenue by 19%, with 75% of USA
      TODAY’s advertising revenue now digital.

    Still, our board regularly evaluates our strategic options to ensure
    that we are best positioned to deliver value for our shareholders.
    Indeed, we have publicly stated that we would engage with any party that
    makes a bona fide, credible proposal that appropriately values the
    company and is capable of being closed.
    MNG’s illusory proposal
    continues to fail our test.


    While we still have work to do, the fact is that Gannett’s USA TODAY
    NETWORK strategy, digital transformation and focus on client
    relationships are paying off. Our director nominees have the skills and
    experience we need to continue to oversee this strategy and make the
    right decisions to maximize value for all
    Gannett shareholders. Importantly, all eight of your director nominees
    are committed to acting in your best interests, and are not beholden to
    or influenced by any outside entity. The same cannot be said about even
    one of MNG’s candidates.

    We believe your vote will impact the value of your investment – please
    vote TODAY “FOR ALL” of Gannett’s eight independent director nominees.

    We thank you for your continued support.



    J. Jeffry Louis, Chairman of the Gannett board of directors


    If you have any questions, or need assistance in voting your
    shares, please call the firm assisting us in the solicitation of



    TOLL-FREE at 1-877-456-3507


    Additional materials regarding the board of directors’
    recommendations for the annual meeting are available on the
    investor relations page of Gannett’s website at


    About Gannett

    Gannett Co., Inc. (NYSE: GCI) is an innovative, digitally focused
    media and marketing solutions company committed to strengthening
    communities across our network. With an unmatched local-to-national
    reach, Gannett touches the lives of more than 125 million people monthly
    with our Pulitzer-Prize winning content, consumer experiences and
    benefits, and advertiser products and services. Gannett brands include
    USA TODAY NETWORK with the iconic USA TODAY and more than 100 local
    media brands, digital marketing services companies ReachLocal,
    WordStream and SweetIQ, and U.K. media company Newsquest. To connect
    with us, visit

    Forward-Looking Statements

    This communication contains certain forward-looking statements within
    the meaning of the Private Securities Litigation Reform Act of 1995.
    Forward-looking statements include all statements that are not
    historical facts. The words “believe,” “expect,” “estimate,” “could,”
    “should,” “intend,” “may,” “plan,” “seek,” “anticipate,” “project” and
    similar expressions, among others, generally identify forward-looking
    statements, which speak only as of the date the statements were made and
    are not guarantees of future performance. Where, in any forward-looking
    statement, an expectation or belief as to future results or events is
    expressed, such expectation or belief is based on the current plans and
    expectations of our management and expressed in good faith and believed
    to have a reasonable basis, but there can be no assurance that the
    expectation or belief will result or be achieved or accomplished.
    Whether or not any such forward-looking statements are in fact achieved
    will depend on future events, some of which are beyond our control. The
    matters discussed in these forward-looking statements are subject to a
    number of risks, trends, uncertainties and other factors that could
    cause actual results or events to differ materially from those
    projected, anticipated or implied in the forward-looking statements,
    including the matters described under the heading “Risk Factors” and
    Management’s Discussion and Analysis of Financial Condition and Results
    of Operations” in the company’s annual report on Form 10-K for fiscal
    year 2018 and in the company’s other SEC filings.

    1 Based on Fred’s
    closing stock prices on April 18, 2019, and December 21, 2016 (the day
    prior to the filing of Alden’s initial 13D). Market growth source:
    Euromonitor. Statement based on 13-18 CAGR of 3% for
    drugstores/parapharmacies in the U.S.


    For investor inquiries:
    Stacy Cunningham
    President, Financial Planning & Investor Relations
    [email protected]

    Crozier / Jennifer Shotwell / Larry Miller
    Innisfree M&A
    (212) 750-5833

    For media inquiries:
    Vice President, Corporate Events & Communications
    [email protected]

    Trissel / Nick Lamplough / Tim Ragones
    Joele Frank, Wilkinson
    Brimmer Katcher
    (212) 355-4449