Firm advises shareholders to approve Journal Media-Gannett merger

A top independent proxy advisory firm is advising Journal Media Group shareholders to approve a proposed merger with the nation’s largest newspaper chain.

Journal Media Group, which owns the Milwaukee Journal Sentinel, has faced resistance from a handful of shareholders over the merger with Gannett, which owns USA Today and several Wisconsin newspapers. Those shareholders say the deal doesn’t fully take into account Journal Media’s real estate holdings and have called for more transparency.

But Journal Media, along with Gannett, says the deal already offers shareholders a significant premium of 44.6 percent — and that a new buyer might offer a lower price.

Journal Media highlighted the Institutional Shareholder Services recommendation in a news release yesterday. The confidential ISS report, according to the release, noted the “substantial premium,” the fact that Gannett offered the highest bid and “the apparently material downside risks” of nixing the deal.

Meanwhile, one of those concerned shareholders disclosed yesterday it’s increased their ownership of Journal Media shares. The investment firms led by well-known investor Mario Gabelli now own 15.63 percent of the company’s outstanding shares, up 1 percentage point from two weeks ago.

Shareholders will meet on March 1 to vote on the merger, which still needs regulatory approval.

See the release

See an earlier story on the shareholders’ concerns

— By Polo Rocha,