Gannett Responds to MNG Enterprises, Inc.

MNG Once Again Fails to Provide Substantive Answers to Basic
Questions About Its Ability to Finance and Close Its Proposed Transaction

Gannett Questions Whether the Director Nominees Put Forth by MNG, All
of Whom Are Affiliated with MNG and/or Its Majority Shareholder Alden
Global Capital, Can Satisfy Fiduciary Responsibilities to Gannett

MCLEAN, Va.–(BUSINESS WIRE)–Gannett Co., Inc. (NYSE: GCI) (“Gannett” or “company”) today described
the February 7, 2019, meeting where representatives of Gannett,
including two of Gannett’s independent directors, and its financial and
legal advisors met with MNG Enterprises, Inc. (“MNG”).

The objective of the meeting — a meeting Gannett had initially sought
two days after receiving MNG’s January 14, 2019, unsolicited, public
acquisition proposal for the first time — was to give MNG yet another
opportunity to answer basic questions about its proposal to acquire
Gannett for $12.00 per share in cash, which the Gannett board of
directors unanimously rejected on February 4, 2019. Contrary to MNG’s
claims, and despite MNG having 15 people in attendance, including
financial and legal advisors who could have, but did not, address the
issues, the presentation made by R. Joseph Fuchs, executive chairman of
MNG, and his management team was deficient:

  • MNG described a transaction in which it would invest no new equity,
    instead relying entirely on debt financing to fund the $1.8 billion
    implied by its proposal.
  • MNG stated that it had neither secured financing for a potential
    transaction nor even reached out to potential financing sources.
  • MNG offered vague assurances that it is not concerned about antitrust
    regulatory issues or pension liabilities in a potential transaction,
    but provided no specifics for these claims, and further stated that
    MNG would expect Gannett shareholders to share meaningfully in these
    risks, as opposed to signaling a willingness to bear these risks
  • MNG framed its proposed transaction as a merger or combination, not
    the acquisition proposal that MNG had previously put forth.

Despite being afforded every opportunity to provide Gannett with
specifics related to these important matters, Mr. Fuchs refused to
provide any substantive, actionable evidence of a credible proposal.

J. Jeffry Louis, chairman of the Gannett board of directors, said, “We
are disappointed that at the meeting on February 7, MNG again failed to
provide substantive answers to the basic questions Gannett has
repeatedly raised. Instead, MNG offered vague and generic statements
that further confirmed the board’s decision to reject MNG’s proposal.”

MNG delivered notice to Gannett of its intent to nominate six director
candidates during a break in the meeting on February 7. All of the
individuals it nominated to stand for election to Gannett’s board are
affiliated with MNG and/or its majority shareholder Alden Global
Capital. Gannett believes MNG’s clearly conflicted nominees are not in a
position to fairly, and in a disinterested way, evaluate and advise
Gannett shareholders on MNG’s proposed transaction.

At least three of MNG’s candidates may be legally incapable of serving
on the Gannett board under applicable antitrust laws, given their roles
with MNG, which is a competitor of Gannett. Several other elements of
MNG’s notice to Gannett raise additional concerns regarding the
credibility of its proposal, including nominating 78-year-old Mr. Fuchs,
who exceeds Gannett’s mandatory retirement age applicable to all
directors, and MNG’s statement that it reserves the right to substitute
director nominees in direct contravention to Gannett’s bylaws.

Mr. Louis continued, “MNG’s credibility was further undermined by its
decision to nominate six director candidates, all of whom are affiliated
with MNG and/or its majority shareholder Alden Global Capital, to stand
for election to Gannett’s board. MNG’s acknowledgement that these
nominations are indeed intended to advance its efforts to acquire
Gannett further underscores the proposed nominees’ clear and
irreconcilable conflicts of interest and inability to satisfy fiduciary
responsibilities to all Gannett shareholders.”

Gannett will provide notice of the date of the 2019 annual meeting and
the board’s recommended director nominees in the company’s Notice of
Annual Meeting of Stockholders, proxy statement and other materials,
including a WHITE proxy card, to be filed with the U.S. Securities and
Exchange Commission and mailed to all shareholders eligible to vote at
the 2019 annual meeting.

Greenhill & Co., LLC and Goldman Sachs & Co. LLC are acting as financial
advisors and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal
advisor to Gannett.

About Gannett

Gannett Co., Inc. (NYSE: GCI) is an innovative, digitally focused
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reach, Gannett touches the lives of more than 125 million people monthly
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media brands, digital marketing services companies ReachLocal,
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(the “2019 Annual Meeting”). INVESTORS AND SECURITY HOLDERS OF
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For investor inquiries:
Stacy Cunningham
President, Financial Analysis and Investor Relations

Crozier / Jennifer Shotwell / Larry Miller
Innisfree M&A
(212) 750-5833

For media inquiries:
Vice President, Corporate Events & Communications

Trissel / Nick Lamplough / Tim Ragones
Joele Frank, Wilkinson
Brimmer Katcher
(212) 355-4449

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