Shareholders of Milwaukee-based Journal Media Group today approved the pending acquisition of the newspaper publishing company by McLean, Va.-based media titan Gannett Co. Inc.
As of the Jan. 21, the cutoff date for shareholder vote entitlement, Journal Media Group had 24,407,533 shares outstanding. At today’s shareholder meeting, 18,734,627 shares were represented either in person or by proxy, and the transaction was approved.
The transaction price is about $280 million, and each shareholder would receive $12 per share in cash.
At the meeting, Anne Morrissy, vice president at Gabelli Asset Management, spoke on behalf of 3.2 million shares held by her clients. She expressed disappointment at not receiving more information about the appraisal value of JMG’s real estate and so did not vote with those shares, Morrissy said.
But JMG has refuted Gabelli’s claims in SEC filings that the real estate value was not taken into full consideration in the pricing of the transaction.
“Having run a thorough process, which included disclosure and consideration of real estate values, we believe it is highly unlikely that more than $12 per share is available from any bidder,” said Steven Smith, chairman of JMG, in a letter to shareholders in January.
Smith said today he appreciated the large majority of shareholders who did vote in favor of the transaction.
“We understand the excellent work that continues to go on here every day at the Milwaukee Journal Sentinel and in the Journal Media Group family and we feel lucky for that,” Smith said.
Tim Stautberg, president and chief executive officer of Journal Media Group, said the company believes $12 per share is a fair and full value.
“I’m very gratified that as I mentioned, more than 90 percent of the shareholders who took the time to vote on the transaction voted in favor of it,” Stautberg said.
The acquisition is expected to close by the end of March, pending regulatory approval, he said.
The U.S. Department of Justice Antitrust Division is still reviewing the transaction, and made a second request for information recently. This regulatory approval is the last piece needed before the transaction can close. The Antitrust Division, the U.S. Federal Trade Commission and others could challenge the merger on antitrust grounds.
If and when the transaction closes, Journal Media Group would no longer need its downtown Milwaukee headquarters, but Stautberg said Gannett hasn’t shared its specific plans for the integration. There are about 400 employees at the Journal Media Group’s offices at 333 W. State St., and about 150 of those are corporate employees, but it’s unclear how many of those corporate roles would remain, he said.
