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April 5, 2021

Tribune Publishing will consider new offer

hartford courant credit union HBJ Photo | Joe Cooper The Hartford Courant’s former headquarters at 285 Broad St.

Tribune Publishing Co., the Chicago-based parent company of the Hartford Courant and several other U.S. newspapers, has acknowledged that a buyout bid spearheaded by Maryland hotel executive Stewart Bainum and Swiss billionaire Hansjorg Wyss will likely culminate in an offer “superior” to the one put forward by hedge fund Alden Global Capital, Tribune’s largest shareholder.

In a statement released Monday morning, a special committee of Tribune directors handling acquisition discussions said the non-binding offer from Bainum and Wyss —doing business as Newslight LLC— is not only viable but “fully financed,” and, at $18.50 per share, a better deal than Alden’s proposal, which valued the media company at $17.25 per share.

That determination, they said, permits Tribune to engage in negotiations and discussions with Newslight but does not allow Tribune to terminate its earlier merger agreement with Alden “or enter into any merger agreement with Newslight, Mr. Bainum or Mr. Wyss.”

Tribune in February agreed to be acquired by Alden in a deal worth approximately $630 million, and company officials have counseled shareholders to vote in favor of the buyout.

This latest message has likely put Alden on notice that it will have to increase its bid for Tribune to stay in contention.

Tribune officials also cautioned that a deal with Bainum and Wyss is not set in stone and could come to nothing.

“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,” the statement read.

Bainum, chairman of Choice Hotels International, initially planned to acquire only the Tribune-owned Baltimore Sun through a nonprofit entity he controls, the Sunlight for All Institute, once Alden had completed its buyout of the company. After negotiations involving that deal stalled, however, Bainum went to Tribune directly and made an offer for all of the Tribune publications.

Bainum’s representatives have alluded to moving the company and its publications toward a not-for-profit model, according to documents filed with the U.S. Securities and Exchange Commission.

Wyss, the founder and former president of medical device manufacturing company Synthes USA, announced last month that he will back Bainum’s efforts because he believes “in the need for a robust press” in the U.S.

In addition to the Hartford Courant and The Baltimore Sun, Tribune Publishing also owns the Chicago Tribune, New York Daily News, Florida’s Sun Sentinel and Orlando Sentinel, Virginia’s Daily Press and Virginian-Pilot, and The Morning Call of eastern Pennsylvania.



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