Journal Media Group receives recommendation from ISS that shareholders vote “FOR” merger with Gannett
09 2월 2016 - 10:06PM
Business Wire
Journal Media Group (NYSE: JMG) today announced that
Institutional Shareholder Services Inc. (ISS), a leading
independent proxy advisory firm, has recommended that Journal Media
Group shareholders vote “FOR” the proposed merger between Journal
Media Group and Gannett Co., Inc. (NYSE: GCI).
ISS stated in its February 8, 2016 report: “A vote FOR this
transaction is warranted given the substantial premium, the
strength of the sales process, the fact that no superior offers
have emerged despite the reasonable breakup fee, and the apparently
material downside risks…”
The transaction and other matters will be considered at a
special meeting for Journal Media Group shareholders on March 1,
2016, at 10 a.m. (Central Time) at Journal Media Group’s
headquarters at 333 W. State St., Milwaukee, Wisconsin. Journal
Media Group shareholders of record as of the close of business on
January 21, 2016, are entitled to vote at the special meeting
either in person or by proxy.
The parties currently expect to complete the proposed
transaction promptly following approval by Journal Media Group
shareholders and the expiration or termination of the
Hart-Scott-Rodino waiting period.
Shareholders who would like assistance in voting or have
questions about the special meeting of shareholders should contact
Journal Media Group’s proxy solicitor, Georgeson, at 800-261-1052
(toll free) or by email at JournalMedia@georgeson.com.
*Permission to use quotations from the ISS report was neither
sought nor obtained.
About Journal Media Group
Headquartered in Milwaukee, Journal Media Group (NYSE: JMG) 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
The proposed merger involving Journal Media Group, Inc. (“JMG”)
and Gannett Co., Inc. will be submitted to the shareholders of JMG
for their consideration. JMG has filed with the Securities and
Exchange Commission (the “SEC”) a definitive proxy statement in
connection with the proposed merger and mailed to its shareholders
the definitive proxy statement on or about January 22, 2016. JMG
urges investors and shareholders to read the proxy statement, as
well as other documents filed with the SEC, because they contain
important information. Investors and security holders are able
to receive the proxy statement and other documents free of charge
at the SEC’s web site, http://www.sec.gov or from JMG upon request
to Jason R. Graham, Senior Vice President, Chief Financial Officer
and Treasurer, at 414-224-2363 or jason.graham@JMG.com.
Participants in the Merger Solicitation
This communication is not a solicitation of a proxy from any
investor or shareholder. However, JMG and certain of its directors
and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies in connection with the proposed merger under the rules of
the SEC. Information regarding the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of the
shareholders of JMG in connection with the proposed merger are set
forth in the proxy statement. You can find information about JMG’s
directors and executive officers in its Registration Statement on
Form S-4 (Registration No. 333-201540) originally filed with the
SEC on January 16, 2015 and declared effective on February 6, 2015
and JMG’s subsequently filed reports with the SEC, including its
Annual Report on Form 10-K for the year ended December 31, 2014
filed with the SEC on March 31, 2015. These documents can be
obtained free of charge from the sources indicated above.
Forward-Looking Statements
This communication contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of JMG and certain plans and objectives of JMG with
respect thereto, including certain matters relating to the proposed
merger with Gannett Co., Inc. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use
words such as “anticipate”, “target”, “expect”, “estimate”,
“intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “continue”,
“will”, “may”, “would”, “could” or “should” or other words of
similar meaning or the negative thereof. There are several factors
which could cause actual plans and results to differ materially
from those expressed or implied in forward-looking statements. Such
factors include, but are not limited to, uncertainties as to the
expected closing date of the proposed merger; potential disruption
from the proposed merger making it more difficult to maintain
business and operational relationships; the risk that unexpected
costs will be incurred; the risk of litigation and other legal
proceedings related to the proposed merger; changes in economic,
business or political conditions, licensing requirements or tax
matters; risks related to the timing (including possible delays) of
the expiration or termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended; the possibility that the proposed merger does not close,
including, but not limited to, due to the failure to obtain
shareholder approval or the failure to satisfy the other closing
conditions; and the risk that the merger agreement may be
terminated in certain circumstances that require us to pay Gannett
a termination fee of $9 million. These forward-looking statements
are based on numerous assumptions and assessments made by JMG in
light of its experience and perception of historical trends,
current conditions, business strategies, operating environment,
future developments and other factors that it believes appropriate.
By their nature, forward-looking statements involve known and
unknown risks and uncertainties because they relate to events and
depend on circumstances that will occur in the future. The factors
described in the context of such forward-looking statements in this
communication could cause actual results, performance or
achievements, industry results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and persons reading this communication
are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
communication. JMG does not assume any obligation to update the
information contained in this communication (whether as a result of
new information, future events or otherwise), except as required by
applicable law. A further list and description of risks and
uncertainties can be found in JMG’s Annual Report on Form 10-K
for the year ended December 31, 2014 and in its reports filed
on Form 10-Q and Form 8-K during 2015.
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version on businesswire.com: http://www.businesswire.com/news/home/20160209005995/en/
Journal Media GroupJason GrahamSenior Vice President, CFO
and Treasurer414-224-2363Jason.Graham@jmg.com
Journal Media Grp., Inc. (NYSE:JMG)
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