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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.

MNG’S CANDIDATES ARE HIGHLY CONFLICTED

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.

MNG’S CANDIDATES WOULD REDUCE THE QUALITY OF THE GANNETT BOARD

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
.

MNG’S INTERESTS ARE NOT ALIGNED WITH THOSE OF OTHER SHAREHOLDERS AND
MNG’S FALSE AND MISLEADING STATEMENTS SEEK ONLY TO ADVANCE ITS
INTERESTS, NOT THOSE OF ALL SHAREHOLDERS

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
    thereafter.
  • 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.

GANNETT’S NOMINEES ARE COMMITTED TO ACTING IN THE BEST INTERESTS OF
ALL GANNETT SHAREHOLDERS

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
around:

  • 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.

VOTE TODAY “FOR ALL” OF GANNETT’S INDEPENDENT, EXPERIENCED DIRECTOR
NOMINEES ON THE WHITE PROXY CARD

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.

Sincerely,

/s/

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
proxies:

 

INNISFREE M&A INCORPORATED

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 https://investors.gannett.com.

 

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 www.gannett.com.

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.

Contacts

For investor inquiries:
Stacy Cunningham
Vice
President, Financial Planning & Investor Relations
703-854-3168
[email protected]

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

For media inquiries:
Amber
Allman
Vice President, Corporate Events & Communications
703-854-5358
[email protected]

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


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transfer

IMC to transfer its Oranim Pharmacy shares back to the seller

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imc-to-transfer-its-oranim-pharmacy-shares-back-to-the-seller

TORONTO and GLIL YAM, Israel, April 16, 2024 /PRNewswire/ — IM Cannabis Corp. (CSE: IMCC) (NASDAQ: IMCC) (the “Company” or “IMC“), a leading medical cannabis company with operations in Israel and Germany, is announcing that, further to the news release dated January 12, 2024, the Company has decided not to make remaining installment payments installments (i.e. NIS 5,873K including interest or 2,154K CAD) by IMC Holdings Ltd., and as such will transfer the 51% shares held by IMC Holdings Ltd back to the  seller.

“With the April 1st cannabis legalization in Germany, we are focusing our resources on the German market, where we expect to see the biggest growth potential,” said Oren Shuster, CEO of IMC. “With both of our core markets, Germany and Israel, currently undergoing rapid evolution, we need to assure that we allocate our resources to the growth opportunities where we expect the best return on investment.”

About IM Cannabis Corp.

IMC (Nasdaq: IMCC) (CSE: IMCC) is an international cannabis company that provides premium cannabis products to medical patients in Israel and Germany, two of the largest medical cannabis markets. The Company has recently exited operations in Canada to pivot its focus and resources to achieve sustainable and profitable growth in its highest value markets, Israel and Germany. The Company leverages a transnational ecosystem powered by a unique data-driven approach and a globally sourced product supply chain. With an unwavering commitment to responsible growth and compliance with the strictest regulatory environments, the Company strives to amplify its commercial and brand power to become a global high-quality cannabis player.

The IMC ecosystem operates in Israel through its commercial relationship with Focus Medical Herbs Ltd., which imports and distributes cannabis to medical patients, leveraging years of proprietary data and patient insights. The Company also operates medical cannabis retail pharmacies, online platforms, distribution centers, and logistical hubs in Israel that enable the safe delivery and quality control of IMC’s products throughout the entire value chain. In Germany, the IMC ecosystem operates through Adjupharm GmbH, where it distributes cannabis to pharmacies for medical cannabis patients. Until recently, the Company also actively operated in Canada through Trichome Financial Corp and its wholly owned subsidiaries, where it cultivated, processed, packaged, and sold premium and ultra-premium cannabis at its own facilities under the WAGNERS and Highland Grow brands for the adult-use market in Canada. The Company has exited operations in Canada and considers these operations discontinued.

Disclaimer for Forward-Looking Statements

This press release contains forward-looking information or forward-looking statements under applicable Canadian and U.S. securities laws (collectively, “forward-looking statements”). All information that addresses activities or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “likely” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. In the press release, such forward-looking statements include, but are not limited to,  the occurrence of growth opportunities and the likelihood of growth potential.

Forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to: the development and introduction of new products; continuing demand for medical and adult-use recreational cannabis in the markets in which the Company operates; the Company’s ability to reach patients through both e-commerce and brick and mortar retail operations; the Company’s ability to maintain and renew or obtain required licenses; the effectiveness of its products for medical cannabis patients and recreational consumers; and the Company’s ability to market its brands and services successfully to its anticipated customers and medical cannabis patients.

The above lists of forward-looking statements and assumptions are not exhaustive. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated or implied by such forward looking statements due to a number of factors and risks. These include: any failure of the Company to maintain “de facto” control over Focus Medical in accordance with IFRS 10; the failure of the Company to comply with applicable regulatory requirements in a highly regulated industry; unexpected changes in governmental policies and regulations in the jurisdictions in which the Company operates; the effect of the reform on the Company; the Company’s ability to continue to meet the listing requirements of the Canadian Securities Exchange and the NASDAQ Capital Market; any unexpected failure to maintain in good standing or renew its licenses; the ability of the Company and Focus Medical (collectively, the “Group”) to deliver on their sales commitments or growth objectives; the reliance of the Group on third-party supply agreements to provide sufficient quantities of medical cannabis to fulfil the Group’s obligations; the Group’s possible exposure to liability, the perceived level of risk related thereto, and the anticipated results of any litigation or other similar disputes or legal proceedings involving the Group; the impact of increasing competition; any lack of merger and acquisition opportunities; adverse market conditions; the inherent uncertainty of production quantities, qualities and cost estimates and the potential for unexpected costs and expenses; risks of product liability and other safety-related liability from the usage of the Group’s cannabis products; supply chain constraints; reliance on key personnel; the risk of defaulting on existing debt and war, conflict and civil unrest in Eastern Europe and the Middle East

Any forward-looking statement included in this press release is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made.

The Company does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Company Contacts:

Anna Taranko, Director Investor & Public Relations
IM Cannabis Corp.
+49 157 80554338
[email protected]

Oren Shuster, Chief Executive Officer
IM Cannabis Corp.
[email protected]

Logo – https://mma.prnewswire.com/media/1742228/IM_Cannabis_Logo.jpg

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Right on Brands Announces Major Product Line Expansion via HONEY® Brands

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CCELL®

CCELL Launches Environmentally Conscious Eco Star AIO Vaporizer

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SHENZHEN, China, April 15, 2024 /PRNewswire/ — CCELL®, the world’s leading technology brand focused on creating trendsetting vape hardware products and advanced vaporization technology, today announced the launch of the Eco Star, the company’s all-in-one vaporizer focused on sustainability, wide-ranging oil compatibility, and ease of use.

The Eco Star’s casing material is made of biodegradable and plant-based PLA, a material that can be decomposed by bacteria or other living organisms. By adopting this type of eco-friendly casing, CCELL seeks to provide an option that can reduce the cannabis industry’s overall environmental impact and build a more sustainable society.

Built within the casing is a removable and recyclable lithium-ion battery. This thoughtful pull-apart design allows consumers to easily remove the battery before disposing of the casing, empowering them to contribute towards a greener Earth.

The Eco Star also features complete compatibility with all types of cannabis oils, clog-free dual air vents, and an isolated airway that ensures the cleanest possible vapor.

With increasing environmental challenges worldwide and tightening regulations on vape products, the Eco Star was introduced with the intention of raising environmental awareness across the industry.

The company has also implemented other measures to align its practices with its long-standing sustainability-focused values. These include offering biodegradable and plant-based PLA mouthpieces among its customization options. Additionally, the company uses energy-efficient aqueous processing in producing its patented ceramic heating cores to reduce greenhouse gas emissions.

Before the product’s official launch, CCELL provided their customers and consumers with an early look at the Eco Star at TPE24 and Hall of Flowers Ventura in the US, and Spannabis Barcelona in Spain.

Disclaimer for battery disposal: CCELL does not recycle lithium-ion batteries. Battery recycling requirements may vary by country, city, etc. Please contact your local recycling center for more details before disposal.

About CCELL®

CCELL® is a technology brand and global innovator in the portable vaporizer space that revolutionized the industry by introducing the ceramic heating component. CCELL® was born in the headquarters of Shenzhen Smoore Technology Limited, which has more than 10 years of expertise in the vaporization industry. With advanced R&D resources, patented technologies, strong production capabilities, and reliable quality control systems, CCELL® is recognized around the world for its exceptional vaporization technology and top-quality devices.

Learn more about CCELL® at www.ccell.com as well as on LinkedIn, Instagram, Facebook, Twitter, and YouTube.

Photo – https://mma.prnewswire.com/media/2386481/CCELL_Launches_Environmentally_Conscious_Eco_Star_AIO_Vaporizer.jpg
Logo – https://mma.prnewswire.com/media/2265752/CCELL_Logo_Logo.jpg

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