Glass Lewis recommends shareholders vote for Tribune Publishing board

Wed May 25, 2016 4:14pm EDT
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By Liana B. Baker

(Reuters) - Shareholder advisory firm Glass Lewis & Co said in a report that Tribune Publishing Co TPUB.N shareholders should not heed Gannett Co Inc's (GCI.N: Quote) call to withhold votes for Tribune's board nominees at its upcoming annual meeting on June 2.

"We believe Gannett has offered insufficient cause for investors to support its current campaign," Glass Lewis said in the report, which was published on Tuesday and seen by Reuters Wednesday.

Gannett missed the nomination deadline for offering its own slate of directors.

Glass Lewis said in its report that withholding votes is an imprecise way of gauging investor sentiment regarding a deal with Gannett, and that Tribune shareholders have been given very little time to assess the Tribune management turnaround plan announced three months ago.

In response to the Glass Lewis report, Gannett reiterated that shareholders withhold their votes and said it will review whether to proceed with its offer for Tribune after seeing results of the upcoming vote.

Last month, Gannett made an unsolicited takeover offer for Tribune at $12.25 per share in cash, in a deal worth roughly $815 million. It followed up this month with a $15 per share offer for Tribune, worth roughly $864 million.

Glass Lewis said Tribune has made what appears to be a "reasonable engagement effort" with Gannett over its recent takeover offers. It said Tribune's board is well equipped to evaluate or reject bids that seem opportunistic by Gannett or other parties.

Larger proxy adviser Institutional Shareholder Services Inc said during the weekend that it recommends that Tribune shareholders vote for the nominated directors.   Continued...

A Chicago Tribune delivery truck is seen in Chicago, Illinois, United States, May 11, 2016.     REUTERS/Jim Young