Published On: Fri, Jan 23rd, 2015

Gannett Says Carl Icahn Wants To “Advance His Own Agenda” With Proxy Threat

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Carl Icahn is at it again, this time with Gannett, which he wants to split up into a newspaper unit, which includes USA Today and its broadcast operations, and has made two board nominees to ensure this happens, according to NYT’s Dealbook. Icahn insists that a split up is the right thing to do for shareholders. Icahn, who has a stake in Gannett, is trying to forestall a so-called “poison pill” strategy whereby management tries to prevent a takeover. Icahn has stipulated that before such a shareholder rights plan is adopted, there must be a consent of the majority of shareholders and special meeting held so the strategy can be discussed.

Icahn has nominated Michael Dornemann, former chairman of Bertelsmann Entertainment and Courtney Mather from Goldman Sachs. If Gannett splits up, Icahn wrote that he “would not be surprised if either company became the target of a takeover attempt.” If that should happen, Icahn wrote, “the shareholders—the true owners of the company–should have the full right to decide whether or not they accept the offer.”

Gannett’s board had strong words for Carl Icahn. Marge Magner, non-executive chair of Gannett’s board, said, according to BenZinga, “We are surprised by Mr. Icahn’s aggressive actions, including his threat to run a proxy contest to force wholesale changes in Gannett’s corporate governance … his overreaching campaign to advance his own agenda will not deter the Board of Gannett from continuing to serve the interests of all of our shareholders.”

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