Tribune Publishing Company and affiliates of Alden Global Capital have announced that they have entered into a definitive merger agreement under which Alden will acquire all of the outstanding shares of Tribune common stock not currently owned by Alden for $17.25 per share in cash. Alden currently owns 11,554,306 shares of Tribune common stock, representing 31.6% of the company's outstanding shares.
The purchase price represents a premium of 45% to the closing price of Tribune common stock on Dec. 11, 2020, the last trading day prior to receiving Alden's proposal, a premium of approximately 35% to the closing price of Tribune common stock on Dec. 30, 2020, the last trading day prior to public disclosure of Alden's proposal, and a 21% increase from Alden's initial offer of $14.25 per share. The definitive agreement was approved by Tribune's Board of Directors following the recommendation by the special committee of Tribune's Board formed to evaluate Alden's proposal and potential alternatives.
Philip G. Franklin, chairman of the board and a member of the special committee, said, "Over the past year, the company has taken a number of actions to adapt to an ever-changing business and industry environment, including the impact of COVID-19. These actions included strengthening the company's financial position, driving digital growth and investing in high-quality content to better serve customers, employees and communities. This positioning enabled the special committee to negotiate a premium, all-cash price, which the committee concluded was superior to the available alternatives."
Concurrent with the signing of the merger agreement, Alden has signed a non-binding term sheet to sell The Baltimore Sun to Sunlight for All Institute, a public charity formed by Stewart Bainum Jr.