MCLEAN, Va.–(BUSINESS WIRE)–Gannett Co., Inc. (NYSE: GCI) (“Gannett” or the “Company”) introduced
immediately that it has accomplished the beforehand introduced acquisition of
ReachLocal, Inc. (“ReachLocal”). ReachLocal, a pacesetter in powering on-line
advertising, helps native companies develop and function their enterprise higher
with main know-how and skilled service offering digital lead
era, promoting, advertising, net presence and different digital
options.
“Today marks an necessary milestone in Gannett’s transformation and
management in digital media,” stated Robert Dickey, Gannett president and
chief government officer. “The addition of ReachLocal’s market-main
digital advertising providers and options will improve our general
digital revenues by roughly 50% and we anticipate that our general digital
revenues will now strategy $1 billion in 2017. We anticipate that in its
first full yr of operations following the acquisition, ReachLocal will
be roughly impartial to our earnings per share, and barely
accretive within the second full yr.” Sharon Rowlands, ReachLocal CEO
added “ReachLocal is concentrated on constructing one of the best digital advertising
options to assist native companies obtain their objectives, and we’re
excited to speed up this technique across the globe with Gannett.”
Details of Tender Offer and Merger
Gannett accomplished the acquisition at a worth per share of $four.60, internet to
the holder in money (much less any relevant withholding taxes and with out
curiosity) by way of a young supply adopted by a merger. The tender supply
expired at 12:00 midnight, New York City time, on the finish of the day on
August eight, 2016. Computershare Trust Company, N.A., the depositary for
the tender supply, suggested that, as of the expiration of the tender
supply, a complete of 27,754,605 shares had been tendered into and never
withdrawn from the tender supply, representing roughly 92.16% of
ReachLocal’s excellent shares. Additionally, the depositary suggested
that a further 28,435 shares had been tendered by discover of
assured supply, representing roughly zero.09% of ReachLocal’s
excellent shares. All validly tendered shares have been accepted for
cost, which shall be made in accordance with the phrases of the tender
supply.
Subsequently, Raptor Merger Sub, Inc., an entirely owned subsidiary of
Gannett, merged with and into ReachLocal with ReachLocal persevering with as
the surviving corporation. The merger was accomplished and not using a vote of
ReachLocal stockholders pursuant to Section 251(h) of the Delaware
General Corporation Law. In the merger, every remaining share of
ReachLocal that was not validly tendered, topic to a number of exceptions
specified within the tender supply, was canceled and transformed into the proper
to obtain the identical worth per share of $four.60 in money (much less any
relevant withholding taxes and with out curiosity) that was paid within the
tender supply. As a end result of the merger, ReachLocal is now an entirely
owned subsidiary of Gannett.
ReachLocal’s shares will stop buying and selling on the NASDAQ Global Select
Market earlier than the market opens on August 10, 2016, and can not be
listed.
ABOUT GANNETT
Gannett Co., Inc. is a subsequent-era media firm dedicated to
strengthening communities throughout our community. Through trusted,
compelling content material and unmatched native-to-nationwide attain, Gannett
touches the lives of greater than 100 million individuals month-to-month. With extra
than 120 markets internationally, it’s recognized for Pulitzer Prize-winning
newsrooms, powerhouse manufacturers resembling USA TODAY and specialised media
properties, along with its full suite of digital advertising providers.
To join with us, go to www.gannett.com.
FORWARD LOOKING STATEMENTS
Certain statements on this launch could also be ahead wanting in nature or
represent “forward-looking statements” as outlined within the Private
Securities Litigation Reform Act of 1995, together with statements relating to
the advantages of the acquisition of ReachLocal. Forward-looking
statements embrace all statements that aren’t historic information and may
sometimes be recognized by phrases akin to “believe,” “expect,”
“estimate,” “predict,” “target,” “potential,” “likely,” “continue,”
“ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,” “seek,”
“anticipate,” “project” and comparable expressions, in addition to variations
or negatives of these phrases. Any such statements converse solely as of the
date the statements have been made and will not be ensures of future
efficiency. The issues mentioned in these ahead-wanting statements
are topic to a quantity of dangers, developments, uncertainties and different
elements that would trigger precise outcomes and developments to vary
materially from these projected, anticipated or implied within the
ahead-wanting statements. These elements embrace, amongst different issues,
financial circumstances affecting the newspaper publishing enterprise and
Gannett’s capacity to efficiently combine ReachLocal’s operations and
staff with Gannett’s present enterprise. In addition, precise outcomes
are topic to different dangers and uncertainties that relate extra broadly to
Gannett and ReachLocal’s general companies, together with these extra absolutely
described in Gannett’s filings with the SEC, together with its annual report
on Form 10-Okay for the fiscal yr ended December 27, 2015 and its
quarterly report on Form 10-Q for the quarter ended June 26, 2016, and
these extra absolutely described in ReachLocal’s filings with the SEC,
together with its annual report on Form 10-Okay for the fiscal yr ended
December 31, 2015 and its quarterly report on Form 10-Q for the quarter
ended March 31, 2016.
You shouldn’t unduly depend on ahead-wanting statements as a result of precise
outcomes might differ materially from these expressed in any
ahead-wanting statements. In addition, any ahead-wanting assertion
applies solely as of the date on which it’s made. We don’t plan to, and
undertake no obligation to, replace any ahead-wanting statements to
mirror occasions or circumstances that happen after the date on which such
statements are made or to mirror the prevalence of unanticipated occasions.
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