Gannett is ready to turn the page on Tribune.
The USA Today publisher is prepared to walk away from the $864 million hostile deal if Tribune’s shareholders refuse to back it at the company’s annual meeting next month, a source close to the situation said.
Gannett, the owner of USA Today and more than 100 papers across the country, believes it has other merger possibilities, the source said.
On Thursday, Gannett was still urging shareholders to withhold their votes for the company’s proposed board slate to send a message to Tribune’s management.
“Gannett will review whether to proceed with its acquisition offer, taking into account the results of the withhold vote,” the company said in a statement.
But Gannett execs recognize they face an uphill battle. Earlier this month, Tribune’s board adopted a so-called “poison pill” to thwart a takeover.
“Tribune built a good defense,” the source said. “Gannett will come back if it loses when Tribune is in trouble.”
Tribune has the support of the three leading shareholder proxy advisory firms — ISS, Glass Lewis and Egan-Jones — who are recommending shareholders vote for its slate.
Tribune’s management — led by board chairman Michael Ferro, who is also the largest shareholder — has resisted Gannett’s offer, saying it undervalues the company.
On Monday, Ferro brought in an ally. Patrick Soon-Shiong’s Nant Capital purchased a $70.5 million Tribune stake, making Nant the second-biggest shareholder behind Ferro’s Merrick Media. Soon-Shiong was also named vice chairman of Tribune. Ferro’s move knocked Oaktree Capital — which had urged a deal with Gannett — into third place.
Tribune, which owns the Chicago Tribune, the Los Angeles Times and nine other papers, is about a year into a turnaround plan that calls for beefing up its digital presence and realigning its sales force.
Tribune shares fell 7 percent on Thursday, to $11.20, after news service Dealreporter said Gannett would not be raising its offer.