Lee Board OKs ‘Poison Pill,’ Reviewing Hedge Fund Offer
The corporate owner of most daily newspapers in Nebraska announced it would dilute its stock, if it was necessary, to ward off a hostile takeover.
Lee Entrprises said last week that its board adopted a shareholder rights plan that amounts to a “poison pill” if hedge fund Alden Global Capital acquires more than 10% of the newspaper chain’s stock. Alden had made an unsolicited offer to buy Lee two days earlier.
If Alden exceeds the 10% threshold in the next year, then other shareholders could buy shares at a 50% discount or even get free shares for each share they own, based on holdings at the close of business Dec. 6. The shareholder rights plan excludes any entity owning more than the triggering percentage of common stock.
In a news release, Lee described the plan as similar to plans adopted by other publicly traded companies. It said the plan protects shareholders “in the event of any proposed takeover of the Company, and to guard against tactics to gain control of the Company without paying all shareholders an appropriate premium for that control.”
“Consistent with its fiduciary duties, Lee’s Board has taken this action to ensure our shareholders receive fair treatment, full transparency and protection in connection with Alden’s unsolicited proposal to acquire Lee,” Lee Chairman Mary Junck said. “This Rights Plan will provide Lee’s Board and our shareholders with the time needed to properly assess the acquisition proposal without undue pressure while also safeguarding shareholders’ opportunity to realize the long-term value of their investment in Lee.”
Alden said it already owns more than 6% of Lee’s stock. It offered to buy outstanding shares for $24 each — or $141 million in total — which represented about a 30% premium over the stock price on Nov. 19. Since then, Lee’s stock price has jumped, and shares were trading just above $24 a share by the end of last week.
In reporting on the takeover bid, industry publication Editor & Publisher stated: “Alden Global Capital has a track record of cutting staff and resources to gain profits at the expense of essential local journalism.”
After its purchase of Tribune Publishing earlier this year, the hedge fund became the second largest owner of U.S. newspapers, based on average daily print circulation, according to The Wall Street Journal.
Lee operates 77 daily newspapers and more than 350 weekly and specialty publications across 26 states.
The Daily Record is independently owned and operated, as it has been since 1886. Based on a Daily Record review of Nebraska Press Association membership records, the state has only three other daily papers not owned by Lee Enterprises: The Norfolk Daily News, The Hastings Tribune and The Holdrege Daily Citizen.
Lee, meanwhile, owns The World-Herald along with daily newspapers in Beatrice, Columbus, Fremont, Grand Island, Hastings, Kearney, Lincoln, North Platte, Scottsbluff and York. In addition, Lee owns The Daily Nonpareil in Council Bluffs and The Sioux City Journal, which serves South Sioux City and northeastern Nebraska, plus a portfolio of weekly newspapers.
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