Delaware
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001-36097
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38-3910250
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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NEWM
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New York Stock Exchange
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the parties’ ability to consummate the proposed transaction and to meet expectations regarding the timing and completion of the proposed transaction;
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the satisfaction or waiver of the conditions to the completion of the proposed transaction, including the receipt of the required approval of New Media’s stockholders and
Gannett’s stockholders with respect to the proposed transaction and the receipt of regulatory clearances required to consummate the proposed transaction, in each case, on the terms expected or on the anticipated schedule;
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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;
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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;
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the risk that the businesses will not be integrated successfully or that integration may be more difficult, time-consuming or costly than expected;
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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;
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general economic and market conditions;
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the retention of certain key employees; and
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the combined company’s ability to grow its digital marketing and business services initiatives, and grow its digital audience and advertiser base.
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Press Release dated September 30, 2019
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NEW MEDIA INVESTMENT GROUP INC.
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Date: September 30, 2019
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By:
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/s/ Michael E. Reed
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Michael E. Reed | ||||||
Chairman, Chief Executive Officer and President | ||||||
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• |
the parties’ ability to consummate the proposed transaction and to meet expectations regarding the timing and completion of the proposed transaction;
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• |
the satisfaction or waiver of the conditions to the completion of the proposed transaction, including the receipt of the required approval of New Media’s stockholders and Gannett’s stockholders with respect to the proposed
transaction and the receipt of regulatory clearances required to consummate the proposed transaction, in each case, on the terms expected or on the anticipated schedule;
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• |
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;
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• |
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;
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• |
general economic and market conditions;
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• |
the retention of certain key employees; and
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• |
the combined company’s ability to grow its digital marketing and business services initiatives, and grow its digital audience and advertiser base.
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