MediaNews Group, Inc. made an offer to acquire the remaining 92.47% stake in Gannett Co., Inc. (NYSE:GCI) for $1.3 billion on January 14, 2019. MediaNews Group would acquire all the shares of Gannett Co. not already owned by it for $12 per share in cash. As of March 20, 2019, MediaNews Group received highly confident letter to finance proposal to acquire Gannett with a financing package in an aggregate principal amount equal to not less than $1.725 billion. The transaction is subject to confirmatory due diligence. As of February 4, 2019, the Board of Directors of Gannett unanimously rejected the offer. As of April 25, 2019, MediaNews Group modified its slate of nominees for election to Gannett’s Board of Directors at the annual meeting of shareholders to include three nominees: Heath Freeman, Dana Needleman and Steven Rossi, reducing the number of MediaNews Group nominees from six to three. The modified MediaNews Group slate would constitute a minority of the Board, if elected. A transaction committee of the Board was formed on January 21, 2019 to assist the Board in its consideration of MediaNews Group’s proposal and related matters. Katherine Ashley and Kenton King of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors and Greenhill & Co., LLC and Goldman Sachs & Co. LLC acted as financial advisor to Gannett Co., Inc. and Moelis & Company (NYSE:MC) acted as financial advisor to Digital First Media, parent of MediaNews Group, Inc. Steve Wolosky and Andrew Freedman of Olshan Frome Wolosky LLP acted as legal advisors to MediaNews Group, Inc. and Okapi Partners LLC is serving as proxy solicitor. Akin Gump Strauss Hauer & Feld LLP acted as legal advisor to MediaNews Group.