Tribune Publishing Company has announced that its board of directors has approved the adoption of a limited duration stockholder Rights Agreement and declared a dividend distribution of one right for each outstanding share of common stock outstanding as of the record date. The record date for such dividend distribution is Aug. 7, 2020. The rights expire, without any further action being required to be taken by the Tribune Publishing board of directors, on July 27, 2021.
The adoption of the Rights Agreement is intended to enable all Tribune Publishing stockholders to realize the full potential value of their investment in the company and to protect the interests of the company and its stockholders by reducing the likelihood that any person or group gains control of Tribune Publishing through acquisitions from other stockholders, open market accumulation or other tactics (especially in current volatile markets) without paying an appropriate control premium.
In addition, the Rights Agreement provides the Tribune Publishing board of directors with time to make informed decisions that are in the best long-term interests of Tribune Publishing and its stockholders and does not deter the board from considering any offer that is fair and otherwise in the best interest of stockholders.
Under the Rights Agreement, the rights generally would become exercisable only if a person or group (including a group of persons who are acting in concert with each other) acquires beneficial ownership of 10% or more of Tribune Publishing common stock in a transaction not approved by the Tribune Publishing board of directors. Passive investors in Tribune Publishing, meaning such persons holding shares of the common stock of Tribune Publishing without a plan or an intent to change or influence the control of Tribune Publishing (including Schedule 13G filers), are exempt from the Rights Agreement. In the event the rights under the Rights Agreement become exercisable, each holder of a right (other than the acquiring person or group, whose rights will become void and will not be exercisable) will have the right to purchase, upon payment of the exercise price and in accordance with the terms of the Rights Agreement, a number of shares of Tribune Publishing common stock having a market value of twice such price.
In addition, if Tribune Publishing is acquired in a merger or other business combination after an acquiring person acquires 10% or more of Tribune Publishing common stock, each holder of the right would thereafter have the right to purchase, upon payment of the exercise price and in accordance with the terms of the Rights Agreement, a number of shares of common stock of the acquiring person having a market value of twice such price. The acquiring person or group would not be entitled to exercise these rights.