Gannett and Journal Media Group Receive Second Requests from the Department of Justice
November 20 2015 - 5:10PM
Business Wire
Gannett Co., Inc. (NYSE: GCI) (“Gannett”) and Journal Media
Group, Inc. (NYSE: JMG) (“JMG”) announced today that they have each
received a request for additional information and documentary
material (a “Second Request”) from the U.S. Department of Justice
(“DOJ”) in connection with Gannett’s proposed acquisition of
JMG.
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Gannett and JMG expect to continue working with the DOJ in its
review of the proposed transaction. In addition to antitrust
clearance, the transaction is subject to approval by holders of a
majority of the outstanding shares of JMG common stock and other
customary closing conditions. Gannett and JMG continue to expect to
close the transaction in the first quarter of 2016 as previously
announced.
About Gannett
Gannett Co., Inc. (NYSE: GCI) is a new kind of media company
committed to strengthening communities across the nation. Through
trusted, compelling content and unmatched local-to-national reach,
the company touches the lives of more than 100 million people
monthly. With more than 100 markets internationally, it is known
for Pulitzer Prize-winning newsrooms, powerhouse brands such as USA
TODAY and specialized media properties. To connect with us, visit
www.gannett.com.
About Journal Media Group
Journal Media Group (NYSE: JMG), headquartered in Milwaukee, is
a media company with print and digital publishing operations
serving 14 U.S. markets in nine states, including
the Milwaukee Journal Sentinel, the Naples Daily
News, The Commercial Appeal in Memphis, and Ventura
County Star in California. Formed in 2015 through a merger of
the newspaper operations of The E.W. Scripps Company and Journal
Communications, Inc., the company serves local communities with
daily newspapers, affiliated community publications, and a growing
portfolio of digital products that inform, engage and empower
readers and advertisers. Learn more
at www.journalmediagroup.com.
Additional Information and Where to Find It
This communication does not constitute a solicitation of any
vote or approval. Journal Media Group has filed with the SEC a
preliminary proxy statement in connection with the proposed merger.
Journal Media Group also intends to file with the SEC and mail to
its shareholders a definitive proxy statement. Journal Media Group
URGES INVESTORS AND SHAREHOLDERS TO READ THE DEFINITIVE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION about
Gannett, Journal Media Group and the proposed merger. Investors and
security holders will be able to obtain these materials (when they
are available) and other documents filed with the SEC free of
charge at the SEC’s website, www.sec.gov. In addition, a copy of
Journal Media Group’s definitive proxy statement (when it becomes
available) may be obtained free of charge from Journal Media
Group’s website, www.journalmediagroup.com, or by writing or
calling Journal Media Group at 333 West State Street, Milwaukee,
Wisconsin 53203, (414) 224-2000, Attention: Corporate Secretary.
Investors and security holders may also read and copy any reports,
statements and other information filed by Gannett or Journal Media
Group with the SEC, at the SEC public reference room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 or visit the SEC’s website for further information
on its public reference room.
Participants in the Merger Solicitation
Journal Media Group and its directors, executive officers and
certain other members of management and employees may be deemed to
be participants in the solicitation of proxies in respect of the
proposed merger. Information regarding Journal Media Group’s
directors and executive officers is available in Journal Media
Group’s registration statement on Form S-4 (Registration No.
333-201540). Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC when they become available.
Forward Looking Statements
Certain statements in this news release may be forward looking
in nature or constitute “forward-looking statements” as defined in
the Private Securities Litigation Reform Act of 1995, including
statements regarding the proposed acquisition of Journal Media
Group by Gannett, the expected timetable for completing the
acquisition and the benefits of the acquisition. Forward-looking
statements include all statements that are not historical facts and
can typically be identified by words such as “believe,” “expect,”
“estimate,” “predict,” “target,” “potential,” “likely,” “continue,”
“ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,”
“seek,” “anticipate,” “project” and similar expressions, as well as
variations or negatives of these words. Any such statements speak
only as of the date the statements were made and are not guarantees
of future performance. 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 and developments to differ materially from those projected,
anticipated or implied in the forward-looking statements. These
factors include, among other things, economic conditions affecting
the newspaper publishing business, the uncertainty of regulatory
approvals, the ability to obtain the requisite Journal Media Group
shareholder approval, Gannett’s and Journal Media Group’s ability
to satisfy the merger agreement conditions and consummate the
transaction on a timely basis, and Gannett’s ability to
successfully integrate Journal Media Group’s operations and
employees with Gannett’s existing business. Additional information
regarding risks, trends, uncertainties and other factors that may
cause actual results to differ materially from these
forward-looking statements is available in Gannett’s filings with
the U.S. Securities and Exchange Commission, including Gannett’s
registration statement on Form 10, and in Journal Media Group’s
filings with the U.S. Securities and Exchange Commission, including
Journal Media Group’s registration statement on Form S-4. Any
forward-looking statements should be evaluated in light of these
important risk factors. Gannett and Journal Media Group are not
responsible for updating or revising any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
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For investor inquiries, contact:Gannett
Contact:Michael P. DickersonVice President, Investor
Relations703-854-6185mdickerson@gannett.comorJournal Media Group
Contact:Jason GrahamSenior Vice President, CFO and
Treasurer414-224-2363jason.graham@jmg.comorFor media inquiries,
contact:Gannett Contact:Amber AllmanVice President,
Corporate Communications703-854-5358aallman@gannett.comorJournal
Media Group Contact:Laurel JahnCommunications
Manager414-224-2059laurel.jahn@jmg.com
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