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tronc Comments on Gannett’s Withdrawal of Its Proposal Due to Inability to Finance

CHICAGO--(BUSINESS WIRE)--Nov. 1, 2016-- tronc, Inc. (NASDAQ: TRNC) today issued the following statement in response to the announcement by Gannett Co., Inc. (NYSE: GCI) that it does not intend to pursue an acquisition of tronc at this time.

“We were informed early this morning that Gannett has decided to abruptly terminate discussions regarding a potential business combination with tronc. As noted previously, tronc had serious doubts about Gannett’s ability to finance a transaction that was in the best interest of tronc’s shareholders and other stakeholders. Nonetheless, over the past several months, the tronc Board, management team and their advisors engaged in substantive discussions and due diligence with Gannett regarding a potential transaction, with an unwavering focus on creating value for tronc shareholders. The parties agreed to a purchase price in mid-September and subsequently worked to finalize a Merger Agreement. Last week, Gannett informed tronc that its financing encountered an unexpected delay. It is unfortunate that Gannett’s lenders made their decision to terminate their role in the transaction without the benefit of tronc’s third quarter financials or any future projections. tronc remained a constructive partner to Gannett as it sought to complete its financing for the agreed upon purchase price, however, Gannett was unable to do so and terminated discussions.

“The Board and management team of tronc remain committed to taking the necessary steps to transform its business in response to the massive changes that have overtaken the publishing industry, supporting the company’s outstanding journalists and, above all, delivering value to shareholders. tronc continues to make progress in implementing the company’s strategic plan to leverage technology and effectively monetize its world class content. The implementation of this plan will take time but the company remains on track in terms of delivering on its near-term financial goals and is confident in its ability to deliver improved performance and shareholder value.”

Goldman, Sachs & Co. and Lazard are acting as financial advisors and Kirkland & Ellis LLP is acting as legal advisor to tronc.

Cautionary Statements Regarding Forward-looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties, including, without limitation, statements regarding tronc’s strategic plan and its expectations regarding future financial performance and prospects. Statements containing words such as "may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “will,” “projections,” “continue,” “business outlook,” “estimate,” “outlook,” or similar expressions constitute forward-looking statements. Differences in tronc's actual results from those described in these forward-looking statements may result from actions taken by tronc as well as from risks and uncertainties beyond tronc’s control. These risks and uncertainties include competition and other economic conditions including fragmentation of the media landscape and competition from other media alternatives; changes in advertising demand, circulation levels and audience shares; the Company’s ability to develop and grow its online businesses; the Company's success in implementing expense mitigation efforts; the Company's success in implementing its strategic and branding initiatives; the Company’s reliance on revenue from printing and distributing third-party publications; changes in newsprint prices; macroeconomic trends and conditions; the Company’s ability to adapt to technological changes; the Company’s ability to realize benefits or synergies from acquisitions or divestitures or to operate its businesses effectively following acquisitions or divestitures; the Company’s reliance on third-party vendors for various services; adverse results from litigation, such as the stockholder derivative lawsuits, governmental investigations or tax-related proceedings or audits; the Company's ability to attract, integrate and retain its senior management team and employees; the Company’s ability to satisfy pension and other postretirement employee benefit obligations; changes in accounting standards; the effect of labor strikes, lockouts and labor negotiations; regulatory and judicial rulings; the Company’s indebtedness and ability to comply with debt covenants applicable to its debt facilities; the Company’s ability to satisfy future capital and liquidity requirements; the Company’s ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms; and other events beyond the Company’s control that may result in unexpected adverse operating results. The Company’s actual results could also be impacted by the other risks detailed from time to time in its publicly filed documents, including in Item 1A (Risk Factors) of its most recent Annual Report on Form 10-K, in its Quarterly Reports on Form 10-Q and in other reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

About tronc, Inc.

tronc, Inc. (NASDAQ:TRNC) is a media company rooted in award-winning journalism, which harnesses proprietary technology to present personalized, premium content to a global audience in real time. tronc draws content from its vast media portfolio, where commitment to informing and inspiring communities has earned 92 Pulitzer Prizes and a monthly audience of 65 million. From pixels to Pulitzers, tronc brands optimize content and create engaging experiences for audiences across all channels. For more information, please visit www.tronc.com.

Source: tronc, Inc.

tronc, Inc.
Investor Contact:
Kimbre Neidhart, 469-528-9366
kneidhart@tronc.com
or
Press Contacts:
Dana Meyer, 312-222-3308
dmeyer@tronc.com
or
Bryan Locke/Jenny Gore/Jacob Crows, 312-895-4700



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