Tribune Publishing Company today announced that the special committee of its board of directors, in consultation with its legal and financial advisers, has determined that a revised, non-binding proposal from Newslight, LLC, an entity jointly owned by Stewart Bainum and Hansjörg Wyss, dated April 1, to acquire all of the outstanding shares of Tribune common stock for $18.50 per share in cash would reasonably be expected to lead to a "Superior Proposal" as defined in Tribune's merger agreement with affiliates of Alden Global Capital LLC. The acquisition proposal from Newslight is fully financed by equity commitments from Bainum and Wyss, and remains subject to certain conditions, including completion of due diligence and negotiation of definitive documentation.
The special committee's determination allows Tribune to engage in discussions and negotiations with, and provide diligence information to, Newslight and its principals in connection with their proposal, but does not allow Tribune to terminate the Alden Merger Agreement or enter into any merger agreement with Newslight, Bainum or Wyss.
Tribune Publishing said that the special committee, in consultation with its legal and financial advisers, will carefully consider the outcome of its discussions with Newslight and its principals in order to determine the course of action that is in the best interest of Tribune and its stockholders, subject to the terms of the Alden Merger Agreement. There can be no assurance that the discussions with Newslight and its principals will result in a binding proposal, that the special committee will determine that any such proposal constitutes a "Superior Proposal" or that a transaction with Newslight will be approved or consummated on any particular terms or at all.
On Feb. 16, Tribune and Alden announced that they had entered into the Alden 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 Alden Merger Agreement remains in full force and effect, and the Tribune Board has not determined that Newslight's proposal in fact constitutes a "Superior Proposal." Accordingly, the Tribune Board continues to recommend, and has not withdrawn, qualified or otherwise modified its recommendation, that stockholders of Tribune vote in favor of the approval of the Alden Merger Agreement.
Lazard is serving as financial adviser to the special committee, and Davis Polk & Wardwell LLP is serving as the special committee's legal adviser.