Gannett Recommends Rejection of Mini-Tender Offer by TRC Capital Corporation
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MCLEAN, Va.--(Business Wire)--
Gannett Co., Inc. (NYSE:GCI) has received notification of an
unsolicited mini-tender offer by TRC Capital Corporation. TRC Capital
is offering to purchase up to 2,500,000 shares, or approximately
1.09%, of the outstanding Gannett common stock, at a price of $29.45
net per share. The price offered represents a 3.88% discount to the
$30.64 closing price on the New York Stock Exchange on May 13, 2008,
the day prior to the date the offer commenced.
Gannett does not endorse this offer and recommends that
stockholders not tender their shares in response to the mini-tender
offer. It is very important to note that TRC Capital's offer is
subject to numerous conditions, including there being no decline in
the market price of Gannett's common stock and the availability of
financing for the purchase on terms satisfactory to TRC Capital.
Therefore, TRC Capital has no obligation to complete the offer if
there is any decline in the market price of our shares. In addition,
TRC Capital may amend its offer, including an amendment to reduce its
offering price. Stockholders should be advised that Gannett has no
affiliation with TRC Capital, its offer or the offer documentation.
Gannett urges investors to obtain current market quotations for
their Gannett common stock, consult with their broker or financial
advisor and exercise caution with respect to this offer and its terms.
Stockholders should note that TRC Capital's offer is what is
commonly referred to as a "mini-tender" offer. TRC Capital has made a
number of "mini-tender" offers for the shares of other companies.
Mini-tender offers avoid many of the investor protections afforded for
larger tender offers, including the filing of disclosure and other
tender offer documents with the Securities and Exchange Commission
("SEC"), and other procedures required by United States securities
laws. The SEC has issued an investor alert regarding mini-tender
offers. The SEC noted that "some bidders make mini-tender offers at
below-market prices, hoping that they will catch investors off guard
if the investors do not compare the offer price to the current market
price." The SEC's advisory may be found on the SEC's website at
http://www.sec.gov/investor/pubs/minitend.htm.
Gannett stockholders who have already tendered are advised that
under the terms of the published offer, they may withdraw their shares
by providing the written notice described in TRC Capital's offering
documents prior to the expiration of the offer, currently scheduled
for 12:01 a.m., New York City time, on Friday, June 13, 2008.
Gannett encourages broker-dealers as well as other market
participants to review both the SEC and the New York Stock Exchange
recommendations on the dissemination of mini-tender offers. Gannett
requests that a copy of this press release be included with all
distributions of materials relating to TRC Capital's "mini-tender"
offer.
Gannett Co., Inc. is a leading international news and information
company that publishes 85 daily newspapers in the USA, including USA
TODAY, the nation's largest-selling daily newspaper. The company also
owns nearly 900 non-daily publications in the USA and USA WEEKEND, a
weekly newspaper magazine. Gannett subsidiary Newsquest is the United
Kingdom's second largest regional newspaper company. Newsquest
publishes nearly 300 titles, including 17 daily newspapers, and a
network of prize-winning Web sites. Gannett also operates 23
television stations in the United States and is an Internet leader
with sites sponsored by its TV stations and newspapers including
USATODAY.com, one of the most popular news sites on the Web.
Gannett Co., Inc.
Tara Connell
Vice President of Corporate Communications
703-854-6049
tjconnel@gannett.com
Copyright Business Wire 2008
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