Lee Enterprises Adopts Limited-Duration Shareholder Rights Plan
24 November 2021 - 10:15PM
Business Wire
Board Takes Action in Response to Alden’s
Unsolicited Proposal to Acquire Lee
Board Committed to Protecting Long-Term
Value for All Shareholders
Lee Enterprises, Incorporated (NASDAQ: LEE), today announced
that its Board of Directors has unanimously adopted a
limited-duration shareholder rights plan (“Rights Plan”). The
Rights Plan is effective immediately.
The limited-duration Rights Plan was adopted in response to an
unsolicited and non-binding proposal to acquire the Company made by
Alden Global Capital, LLC (“Alden”) on November 22, 2021. In
adopting the Rights Plan, the Board noted Alden’s track record of
rapidly acquiring substantial control or “negative control”
positions in other public companies and its seemingly inconsistent
disclosures on its Schedule 13Ds and Form 13Fs filed with the U.S.
Securities and Exchange Commission (“SEC”) regarding its purported
ownership of Lee’s shares.
The Rights Plan is intended to enable the Company’s shareholders
to realize the long-term value of their investment, ensure that all
shareholders receive fair and equal treatment 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. The Rights Plan applies
equally to all current and future shareholders and is not intended
to deter offers or preclude the Lee Board from considering offers
that are fair and otherwise in the best interest of the Company’s
shareholders.
“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,” said Lee Chairman Mary Junck. “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.”
The Rights Plan is similar to plans adopted by other publicly
traded companies. Pursuant to the Rights Plan, the Company is
issuing one right for each share of common stock as of the close of
business on December 6, 2021. The rights will initially trade with
Lee common stock and will generally become exercisable only if any
person (or any persons acting as a group) acquires 10% (or 20% in
the case of certain passive investors) or more of the Company’s
outstanding common stock (the “triggering percentage”). The Rights
Plan does not aggregate the ownership of shareholders “acting in
concert” unless and until they have formed a group under applicable
securities laws. If the rights become exercisable, all holders of
rights (other than any triggering person) will be entitled to
acquire shares of common stock at a 50% discount or the Company may
exchange each right held by such holders for one share of common
stock. Under the Rights Plan, any person which currently owns more
than the triggering percentage may continue to own its shares of
common stock but may not acquire any additional shares without
triggering the Rights Plan. The Rights Plan does not contain any
dead-hand, slow-hand, no-hand or similar feature that limits the
ability of a future board of directors to redeem the rights.
The Rights Plan has a one-year term, expiring on November 23,
2022. The Board may consider an earlier termination of the Rights
Plan as circumstances warrant.
Further details about the Rights Plan will be contained in a
Form 8-K to be filed by the Company with the SEC.
J.P. Morgan is acting as financial advisor and Kirkland &
Ellis LLP and Lane & Waterman LLP are acting as legal advisors
to Lee.
About Lee Enterprises
Lee Enterprises is a major subscription and advertising platform
and a leading provider of local news and information, with daily
newspapers, rapidly growing digital products and over 350 weekly
and specialty publications serving 77 markets in 26 states. Year to
date, Lee’s newspapers have average circulation of 1.0 million, and
our legacy website, including acquisitions, reach more than 47
million digital unique visitors. Lee’s markets include St. Louis,
MO; Buffalo, NY; Omaha, NE; Richmond, VA; Lincoln, NE; Madison, WI;
Davenport, IA; and Tucson, AZ. Lee Common Stock is traded on NASDAQ
under the symbol LEE. For more information about Lee, please visit
www.lee.net.
Forward-Looking Statements
The information provided in this press release may include
forward-looking statements relating to future events or the future
financial performance of the Company. Because such statements are
subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking
statements. Words such as “aims,” “anticipates,” “plans,”
“expects,” “intends,” “will,” “potential,” “hope” and similar
expressions are intended to identify forward-looking statements.
These forward-looking statements are based upon current
expectations of the Company and involve assumptions that may never
materialize or may prove to be incorrect. Actual results and the
timing of events could differ materially from those anticipated in
such forward-looking statements as a result of various risks and
uncertainties. Detailed information regarding factors that may
cause actual results to differ materially from the results
expressed or implied by statements in report relating to the
Company may be found in the Company’s periodic filings with the
SEC, including the factors described in the sections entitled “Risk
Factors,” copies of which may be obtained from the SEC’s website at
www.sec.gov. The Company does not undertake any obligation to
update forward-looking statements contained in this press
release.
Additional Information and Where to Find It
The Company intends to file a proxy statement and accompanying
WHITE proxy card with the SEC with respect to the Company’s 2022
Annual Meeting of Shareholders. The Company’s shareholders are
strongly encouraged to read such proxy statement, the accompanying
WHITE proxy card and other documents filed with the SEC carefully
in their entirety when they become available because they will
contain important information. The Company’s shareholders will be
able to obtain any proxy statement, any amendments or supplements
to the proxy statement and other documents filed by the Company
with the SEC free of charge at the SEC’s website at www.sec.gov.
Copies will also be available free of charge at the Company’s
website at www.lee.net.
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers
will be participants in the solicitation of proxies from the
Company’s shareholders in connection with the matters to be
considered at the Company’s 2022 Annual Meeting of Shareholders.
Information about the Company’s directors and executive officers is
available in the Company’s (a) annual report on Form 10-K for the
year ended September 27, 2020 filed with the SEC on December 11,
2020 and (b) proxy statement filed with the SEC on January 15, 2021
with respect to the Company’s 2021 Annual Meeting of Shareholders,
as amended by the amendment to the proxy statement filed with the
SEC on February 11, 2021. To the extent holdings of the Company’s
securities by such directors or executive officers have changed
since the amounts printed in the proxy statement, such changes have
been or will be reflected on Statements of Changes in Beneficial
Ownership on Form 4 filed with the SEC. Additional information
regarding the identity of potential participants, and their direct
or indirect interests, by security holdings or otherwise, will be
set forth in the proxy statement and other materials to be filed
with the SEC in connection with the Company’s 2022 Annual Meeting
of Shareholders.
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Investor Contact IR@lee.net (563) 383-2100 Media
Contact Jamie Tully/Jenny Gore Lee-SVC@sardverb.com
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