• by Sara Guaglione , May 2, 2016

Gannett announced this morning that it plans to urge Tribune Publishing shareholders to withhold their votes for board member nominees in an election held June 2.

The aim is to pressure management to “engage immediately” with Gannett regarding their bid to acquire Tribune Publishing.

“We intend to give Tribune stockholders the opportunity to send a clear message to the Tribune Board that its lack of engagement with our Board and management team regarding our highly compelling, premium offer for $12.25 per share in cash is unacceptable,” stated Gannett CEO Robert Dickey.

He added, “We remain ready to work constructively with the Tribune Board and management to negotiate a definitive merger agreement and quickly complete a transaction that would provide significant value to both companies’ stakeholders.”

According to ABC News, Tribune said in a statement today that it expects to hold its annual stockholder meeting as planned and that the nominees to the board have the votes needed to get elected.

"This latest ploy to encourage Tribune Publishing shareholders to withhold their votes at the 2016 annual meeting is a distraction from the real issue, which is whether the Gannett proposal is credible," Tribune stated.

In the filing of preliminary proxy materials with the U.S. Securities and Exchange Commission disclosing its intent to seek “withhold” votes in the June meeting, Gannett stated: "Tribune has refused to engage in constructive discussions with us. We therefore want to make you, Tribune stockholders, aware of our all-cash offer given Tribune's attempts to delay constructive engagement.”

The company added, “We believe a withhold vote on the company nominees would send a clear signal that you, as a Tribune stockholder, want your board to engage in a meaningful dialogue with us regarding a possible business combination between our two companies."

In a statement, Tribune said: "As we said previously, our board has engaged financial and legal advisers to review the Gannett proposal, and the board will announce the results of its evaluation of the Gannett proposal as soon as feasible. Gannett's campaign to suggest that our board has not taken its proposal with due seriousness is misleading and disingenuous. The facts belie their public statements."

As Publishers Daily reported last week, Gannett made public its bid to acquire Tribune for $815 million. The announcement has been followed by a back-and-forth between Tribune Publishing CEO Justin Dearborn and Dickey, each claiming the other party hasn't been willing to negotiate.