Filed by Gannett Co., Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended,
and deemed filed pursuant toRule 14a-6
under the Securities Exchange Act of 1934, as amended
Subject Company: Gannett Co., Inc.
Commission FileNo.: 333-233509
On November 14, 2019, the following joint press release was issued by Gannett Co., Inc. and New Media Investment Group Inc.
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New Media and Gannett Announce Shareholder Approvals of Merger Agreement
NEW YORK, NY AND MCLEAN, VA November 14, 2019 – New Media Investment Group Inc. (“New Media”) (NYSE: NEWM) and Gannett Co., Inc. (“Gannett”) (NYSE: GCI) jointly announced that at their respective special shareholder meetings held today, New Media and Gannett stockholders approved all of the proposals necessary to complete the previously announced acquisition of Gannett by New Media for a combination of cash and stock (the “Merger”).
“We appreciate the support we have received from New Media and Gannett shareholders for the Merger,” said Michael Reed, Chairman and Chief Executive Officer of New Media. “This combination will create the leading U.S. print and digital news organization with deep local roots and national scale. Together, we will be stronger, with a more viable path to growth for our shareholders and employees, while sustaining journalism in hundreds of markets across the country and enhancing the services we provide to small and midsized businesses nationally. We are extremely excited to embark upon this new chapter together as the new Gannett.”
New Media and Gannett expect to complete the Merger on November 19, 2019, subject to the satisfaction of customary closing conditions.
About New Media Investment Group Inc.
New Media (NYSE: NEWM) supports small tomid-size communities by providing locally-focused print and digital content to its consumers and premier marketing and technology solutions to our small and medium business partners. The Company is one of the largest publishers of locally based print and online media in the United States as measured by our 152 daily publications. As of September 29, 2019, New Media operates in over 600 markets across 39 states reaching over 21 million people on a weekly basis and serves over 200,000 business customers.
For more information regarding New Media and to be added to our email distribution list, please visit www.newmediainv.com.
About Gannett
Gannett Co., Inc. (NYSE: GCI) is an innovative, digitally focused media and marketing solutions company committed to strengthening communities across its network. With an unmatchedlocal-to-national reach, Gannett touches the lives of more than 125 million people monthly with itsPulitzer-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 Gannett, visit www.gannett.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication may constitute 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, including, among other things, statements regarding the expected timetable for completing the proposed transaction between New Media and Gannett. Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “target(s),” “project(s),” “believe(s),” “will,” “aim(s),” “would,” “seek(s),” “estimate(s)” and similar expressions are intended to identify such forward-looking statements.
Forward-looking statements are based on New Media’s and Gannett’s respective management’s current expectations and beliefs, and neither New Media nor Gannett can give any assurance that its expectations or beliefs will be attained. These forward-looking statements are not a guarantee of future performance and are subject to a number of known and unknown risks, uncertainties and other factors that could cause actual results or events to differ, possibly materially, from the expectations or estimates reflected in such forward-looking statements, including, among others:
| • | the parties’ ability to consummate the proposed transaction and to meet expectations regarding the timing and completion of the proposed transaction; |
| • | the satisfaction or waiver of the conditions to the completion of the proposed transaction on the terms expected or on the anticipated schedule; |
| • | the risk that the parties may be unable to achieve the anticipated benefits of the proposed transaction, including synergies and operating efficiencies, within the expected time-frames, or at all; |
| • | the risk that the committed financing necessary for the consummation of the proposed transaction is unavailable at the closing, and that any replacement financing may not be available on similar terms, or at all; |
| • | the risk that the businesses will not be integrated successfully or that integration may be more difficult, time-consuming or costly than expected; |
| • | the risk that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the proposed transaction; |
| • | general economic and market conditions; |
| • | the retention of certain key employees; and |
| • | the combined company’s ability to grow its digital marketing and business services initiatives, and grow its digital audience and advertiser base. |
Additional risk factors that could cause actual results to differ materially from expectations include, but are not limited to, the risks identified by New Media and Gannett in their respective most recent Annual Reports on Form10-K, Quarterly Reports on Form10-Q and Current Reports on Form8-K, as well as the risks
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identified in the registration statement on FormS-4 (FileNo. 333-233509) (the “Registration Statement”) filed by New Media. All forward-looking statements speak only as of the date on which they are made. Except to the extent required by law, New Media and Gannett expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.
Additional Information and Where to Find It
In connection with the proposed transaction, New Media has filed with the Securities and Exchange Commission (the “SEC”) the Registration Statement, which includes a prospectus with respect to shares of New Media’s common stock to be issued in the proposed transaction and a joint proxy statement for New Media’s stockholders and Gannett’s stockholders (the “Joint Proxy Statement”). The Registration Statement was declared effective by the SEC on October 10, 2019, and the Joint Proxy Statement was first mailed to stockholders of New Media and Gannett on or about October 10, 2019. Each of New Media and Gannett may also file other documents regarding the proposed transaction with the SEC.INVESTORS AND SECURITYHOLDERS OF NEW MEDIA AND GANNETT ARE URGED TO CAREFULLY READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The Registration Statement, the Joint Proxy Statement and other relevant materials (when they become available) and any other documents filed or furnished by New Media or Gannett with the SEC may be obtained free of charge at the SEC’s web site, http://www.sec.gov. Copies will also be available at no charge in the “Investor Relations” sections of New Media’s website,www.newmediainv.com, and Gannett’s website,www.gannett.com.
Contact:
Ashley Higgins, New Media Investor Relations
ir@newmediainv.com
(212)479-3160
or
Media:
Jonathan Gasthalter/Nathaniel Garnick
Gasthalter & Co.
(212)257-4170
Or
Investors:
Sam Levenson
Arbor Advisory Group
(203)307-2250
Stacy Cunningham, Gannett Vice President, Financial Planning & Investor Relations
investors@gannett.com
(703)854-3168
Or
Ed Trissel / Tim Ragones / Tanner Kaufman
Joele Frank, Wilkinson Brimmer Katcher
(212)355-4449
Source: New Media Investment Group Inc. and Gannett Co., Inc.
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