The hunter has become the hunted. Newspaper publisher Gannett Co. may find it difficult to resist the advances of an activist investor and potential buyer.
MNG Enterprises Inc., the owner of the Boston Herald and Denver Post that’s backed by hedge fund Alden Global Capital, on Monday disclosed a 7.5 percent stake in Gannett and made an unsolicited offer to acquire it. MNG, better known as Digital First Media, is offering $12 a share, or about $1.6 billion including debt. In a statement, Gannett said it would carefully review the proposal.
Digital First’s approach comes about two years after Tribune Publishing Co.’s hard-fought resistance to advances by Gannett forced the USA Today publisher to terminate a months-long pursuit of the company. Gannett’s criticisms of Tribune’s stonewalling in the face of its overtures and its advocacy for consolidation may undercut any attempt to rebuff Digital First and remain independent. The suitor is also calling for Gannett to seek bids from other buyers.
Digital First is being opportunistic with its bid and there’s no clearer evidence of that than its insistence on using the last day of 2018 as a reference point for the premium its offer represents. Before Monday’s pop, Gannett shares had already recovered about 14 percent. But Gannett’s bid for Tribune was also opportunistic and at the time, it called on shareholders to sell rather than give the target yet more time to figure itself out. Gannett also approached Tribune a little more than two months after Michael Ferro became the company’s largest shareholder and chairman. Now Gannett faces a similar leadership void, with no successor lined up yet to replace CEO Robert Dickey when he retires in May.In the wake of the Tribune deal’s collapse, Gannett has occupied itself with a string of digital-marketing deals including the 2016 purchase of ReachLocal Inc. for $156 million and last year’s takeover of WordStream Inc. for $130 million. Digital First says those acquisitions were misguided. So Digital First wants Gannett to put digital last by calling a moratorium on technology investments and refocusing on its core newspaper operations. Recall that Gannett mocked Tribune (then known as Tronc) for its half-baked foray into using artificial intelligence to milk more money from its content, calling it “unproven” and “substance-free.” And it was right. That strategy seems to have withered alongside Tribune’s relationship with biotechnology billionaire Patrick Soon-Shiong, who was initially recruited as a white-knight investor by Ferro before the two had a falling-out.(1)I’m not prepared to categorize Gannett’s digital investments as a similarly spectacular flop, though.
On the one hand, yes, Gannett shares had slumped more than 30 percent since its 2015 spinoff from TV station-owner Tegna Inc., while its adjusted Ebitda has shrunk more than 15 percent. But you could make the argument that those numbers would look much worse absent Gannett’s digital investments. Adjusted Ebitda for the ReachLocal digital segment was $17.3 million in the third quarter, up from $5.2 million a year earlier, in contrast to the 17 percent slump for the publishing division. WordStream had higher margins than the existing ReachLocal business and so far has given a lift to that division’s profitability.
Digital First, however, believes the future of newspapers lies in consolidation and the cost cuts that it enables. It’s a logic that should be familiar to Gannett, as that was essentially the strategy underlying its bid for Tribune. In that light, it’s surprising to read that Digital First has approached Gannett’s board and management on multiple occasions about a combination and found the company uninterested. More broadly, Digital First likely has a point that newspaper companies simply work better as privately held enterprises in this period of secular decline. If we have learned anything from the Gannett and Tribune saga, it’s that neither has fully cracked the code of how to reinvigorate profit and revenue growth across a broad holding of titles. Perhaps the solution is best worked out away from the eyes of the public market.
It’s hard to see this ending in any way but an eventual sale of Gannett, whether to Digital First or another buyer. Unfortunately, that will likely mean a bevy of job cuts. Alden Global Capital has faced protests outside of its New York offices over the dramatic layoffs at the likes of the Denver Post. Digital First claims it saves newspapers and jobs. But it’s difficult to explain to employees why it’s not financially viable to retain a few hundred journalists at the Post, but economically reasonable to launch a $1.6 billion takeover bid. If that’s just business, then it’s also sad news.
(1) Soon-Shiong was booted off the board in 2017, but remains Tribune’s second-largest shareholder. Last year, he acquired the Los Angeles Times and San Diego Union-Tribune for the likely too-high price of $500 million, whereas Ferro relinquished his board role amid accusations of sexual misconduct. Tribune is now itself going around in circles with potential buyers.
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Brooke Sutherland is a Bloomberg Opinion columnist covering deals and industrial companies. She previously wrote an M&A column for Bloomberg News.
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