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MNG Modifies Slate of Director Nominees in Response to Fellow Shareholders Who Support a Full Strategic Alternatives Process

MNG Seeks to Elect Three Highly Qualified Director Nominees to
Refresh the Gannett Board and Replace Three Entrenched, Incumbent
Directors Responsible for Gannett’s Refusal to Engage with MNG or
Explore Strategic Alternatives

MNG Urges Shareholders to Vote on the BLUE Proxy
Card “FOR” its Nominees to Bring Measured Change to Gannett’s Board and
Send a Clear Message that the Board Needs to Act to Maximize Value Now

MNG Reaffirms 41% Premium Offer to Acquire Gannett for $12.00 Per
Share in Cash

DENVER–(BUSINESS WIRE)–MNG Enterprises, Inc. (“MNG”), owner and operator of one of the largest
newspaper businesses in the U.S. and the largest active shareholder in
Gannett Co., Inc. (NYSE:GCI) (“Gannett” or the “Company”), with an
approximate 7.4% ownership interest, is sending a letter to Gannett’s
shareholders today announcing that it has modified its slate of nominees
for election to Gannett’s Board of Directors at the Company’s 2019
annual meeting of shareholders to include three nominees: Heath Freeman,
Dana Needleman and Steven Rossi.

The letter explains that MNG has carefully listened to its fellow
shareholders, unlike Gannett’s Board, which has stubbornly refused the
input of shareholders who are rightly concerned about the Company’s
declining profitability, its ability to execute a digital transformation
plan and, most importantly, the Board’s failure to respond meaningfully
to a premium acquisition offer. MNG embraces and respects the input and
feedback from its fellow shareholders and, after significant
consideration, has concluded that reducing the number of MNG nominees
from six to three will provide shareholders with the strongest platform
to send a clear message that the Board must act now to commence a review
of strategic alternatives to maximize value for all Gannett shareholders.

The full text of the letter being sent from MNG to Gannett’s
shareholders is below.

April 25, 2019

Dear Fellow Gannett Shareholders,

Since the public announcement of MNG’s premium all-cash proposal to
acquire Gannett for $12.00 per share in January – which remains on the
table – we have been seeking a transaction that we believe would
maximize value for all Gannett shareholders. Yet, the incumbent Board
has refused to: (1) engage meaningfully on our proposal; (2) conduct a
formal review of strategic alternatives to maximize value for all
shareholders; (3) commit to a moratorium on digital acquisitions; or (4)
commit to a feasible, strategic and financial path forward before hiring
a new CEO. We have become increasingly concerned that absent an
immediate change in course, the value destruction at Gannett will
continue unabated and irreparably harm shareholders.

We believe that Gannett’s May 16, 2019 annual meeting presents
shareholders with a stark choice:

  • Continue with the incumbent Board intent on maintaining the status
    quo, despite the continued, declining nature of Gannett’s business,
    and pursuit of a flawed digital strategy that has led to a severe
    decline in profitability and destruction of shareholder value; OR
  • Elect MNG’s director nominees to send a clear message that the Board
    must act now to commence a full review of strategic alternatives to
    maximize value for all Gannett shareholders, including a comprehensive
    open process to sell Gannett before further value is destroyed.

MNG has listened carefully to its fellow shareholders, while Gannett’s
Board has stubbornly refused the input of shareholders who are concerned
about Gannett’s declining business and deteriorating profitability,
skeptical of the current Gannett Board’s ability to execute a digital
transformation plan and, most importantly, critical of the Board’s
failure to respond meaningfully to a premium acquisition proposal. MNG
embraces and respects the input and feedback from its fellow
shareholders and, after significant consideration, has decided to
reduce the number of MNG nominees from six to three to provide
shareholders with the strongest platform to send a clear message that
the Board must act now to commence a review of strategic alternatives to
maximize value for all Gannett shareholders
.

We have heard three important points from investors during our meetings:
(1) shareholders are certain that change is necessary to reverse
prolonged underperformance and a misguided strategy at Gannett; (2)
shareholders are convinced that MNG’s nominees are highly qualified,
compare favorably to existing Gannett Board members and would bring a
valuable and fresh perspective; and (3) shareholders would like to see a
conclusion of this proxy contest with meaningful representation on the
Board for MNG’s nominees, with some level of continuity. The modified
MNG slate would constitute a minority of the Board, if elected.
Shareholders will have the opportunity to vote for up to eight director
nominees by using the BLUE proxy card, including the three MNG
nominees and up to five of Gannett’s nominees other than the three
Gannett nominees we are not supporting: John Cody, Stephen Coll and
Larry Kramer
. Two of those Gannett nominees, John Cody and Stephen
Coll, serve on the Transaction Committee of the Board that was formed on
January 21, 2019 to assist the Board in its consideration of MNG’s
proposal and related matters, and we believe should be held accountable
for the lack of meaningful engagement and response to MNG’s acquisition
offer and calls for a strategic review.

As the Company’s largest active shareholder with an approximate 7.4%
ownership interest, our interests are aligned with ALL Gannett
shareholders. We believe that a transition to a minority slate addresses
any shareholder concerns with respect to what would have happened upon
the election of a majority MNG slate.

If elected to the Board, the MNG nominees, Heath Freeman, Dana Needleman
and Steven Rossi, would request that the Board immediately commence a
full review of strategic alternatives to maximize value for all Gannett
shareholders, including an open process to sell the Company (in which
MNG would participate on terms similar to any other party). The MNG
nominees also would provide the independent perspectives, experience and
oversight required to put Gannett on the path to a profitable and
sustainable future.

Our nominees would also bring the right mix of newspaper turnaround,
real estate, and capital allocation expertise to improve the Gannett
Board. Notably, all three MNG nominees are
independent from Gannett and its management, and two out of three
nominees are independent from MNG.

VOTE FOR ALL THREE MNG NOMINEES TO SEND A CLEAR MESSAGE THAT THE
GANNETT BOARD MUST ACT NOW TO MAXIMIZE VALUE THROUGH A FULL STRATEGIC
REVIEW

We believe that CHANGE IS NECESSARY TO SAVE GANNETT
and remain concerned that the status quo under the incumbent Board will
continue to result in underperformance and value destruction. We urge
you to support all three of the MNG nominees, who are committed to
exploring alternatives to maximize value for all Gannett shareholders.

Every single vote matters. MNG urges fellow shareholders to vote “FOR”
the MNG director nominees by internet, phone or on the BLUE
proxy card sent by mail.

MNG’s three highly qualified nominees are:

Heath Freeman (President of Alden Global Capital, LLC; Vice Chairman
of MNG Enterprises):
 Heath serves as Vice Chairman of MNG, owner of
one of the largest newspaper businesses in the United States, and has
been a director since January 2011. He has served as the President of
Alden Global Capital, LLC (“Alden”) since 2014 and is a Founding Member.
Prior to Alden, Heath worked at Smith Management LLC, an investment
manager, where he was responsible for investing in deeply undervalued
companies and special situations, from 2006 to 2007. He began his career
as an analyst at Peter J. Solomon Company, a boutique investment bank,
where he worked on mergers and acquisitions, restructurings and
refinancing assignments, from 2003 to 2006.

Dana Goldsmith Needleman (Principal of the Cogent Group): Dana
has served as a Principal of The Cogent Group, an acquirer of
single-tenant net leased real estate nationally, since October 2009,
where she is responsible for the origination, underwriting, financing,
structuring, and closing of net lease transactions. She has been
instrumental in the acquisition, development and disposition of more
than $5.0 billion of corporate real estate throughout the United States
with a heavy concentration of retail and industrial assets. From 1999 to
2009, Dana was employed by Cardinal Capital Partners (“Cardinal”), a
private equity real estate investment firm. She served as a Managing
Director at Cardinal from 2003 to 2009 and its Vice President from 1999
to 2002. From 1997 to 1999, Dana was an Associate at Corporate Realty
Investment Company Capital, LLC, a private real estate company.
Throughout her career, Dana has completed sizeable portfolio
acquisitions with Reuters, Georgia Pacific LLC, Beckman Coulter Inc.
Academy Sports & Outdoors, Albertson’s, Dick’s Sporting Goods, PetSmart,
Rite Aid, Shaw’s, and various other national retailers, enabling these
companies to maximize the value of their real estate holdings through
sale-leaseback and build-to-suit transactions.

Steven B. Rossi (former Chief Executive Officer of MediaNews Group,
Inc.)
: Steve served as the Chief Executive Officer of MediaNews
Group, an operating subsidiary of MNG Enterprises managing one of the
largest newspaper businesses in the United States, from June 2015 until
retiring in November 2017. Prior to that, he served as MediaNews Group’s
President beginning in July 2014 and its Chief Operating Officer from
January 2015 until assuming the CEO role, and as Executive Vice
President from 2006 until April 2007. Previously, he served as the
President and Chief Executive Officer of the California Newspapers
Partnership, a publisher of more than two dozen daily newspapers and
several weekly newspapers, from 2007 until July 2014. Earlier in his
career, Steve served in various executive positions at Knight Ridder,
Inc., a media company specializing in newspaper and internet publishing,
from 1987 until it was acquired by the McClatchy Company in June 2006,
including President of the Newspaper Division, Chief Financial Officer,
and Senior Vice President of Operations. From 1992 through 1998 he was
Executive Vice President and General Manager of The Philadelphia
Inquirer and Daily News¸ both of which are daily newspapers. Prior to
joining the newspaper industry, Steve held positions in general
management and mergers and acquisitions with AmeriGas, Inc., a liquefied
petroleum gas distribution company, and in international finance with IU
International Corporation, a diversified services company with
businesses in trucking, food services, and waste management.

VOTE BLUE TODAY TO PROTECT THE
VALUE OF YOUR INVESTMENT

You can vote by Internet, telephone or by signing and dating
the enclosed BLUE proxy
card or BLUE voting instruction
form and mailing it in the postage paid envelope provided. We urge you
NOT to vote using any white proxy card or voting instruction form you
receive from Gannett. Please discard any white proxy card.

If you have any questions about how to vote your shares, please contact
MNG’s proxy solicitor, Okapi Partners LLC, at its toll-free number (888)
785-6668 or via email at [email protected]

Additional information about MNG, its proposal to acquire Gannett, and
its nominees for election to the Board is available at www.SaveGannett.com.

Sincerely,

/s/ R. Joseph Fuchs 
On behalf of the Board of Directors, MNG
Enterprises, Inc. 
Chairman, R. Joseph Fuchs

Moelis & Company LLC is acting as financial advisor to MNG. Akin Gump
Strauss Hauer & Feld LLP and Olshan Frome Wolosky LLP are serving as its
legal counsel. Okapi Partners LLC is acting as MNG’s proxy solicitor.

About MNG Enterprises

MNG Enterprises, Inc. is one of the largest owners and operators of
newspapers in the United States by circulation, with approximately 200
publications including The Denver Post, The Mercury News, The Orange
County Register and The Boston Herald. MNG is a leader in local,
multi-platform news and information, distinguished by its award-winning
original content and high quality, diversified portfolio of both print
and local news and information web sites and mobile apps offering rich
multimedia experiences across the nation. For more information, please
visit www.medianewsgroup.com.

Additional Information

MNG Enterprises, Inc., together with the other participants in its proxy
solicitation, have filed a definitive proxy statement and an
accompanying BLUE proxy card with
the Securities and Exchange Commission (the “SEC”) to be used to solicit
votes for the election of MNG’s slate of highly-qualified director
nominees at the 2019 annual meeting of stockholders (the “Annual
Meeting”) of the Company. Stockholders are advised to read the proxy
statement and any other documents related to the solicitation of
stockholders of the Company in connection with the Annual Meeting
because they contain important information, including additional
information relating to the participants in MNG’s proxy solicitation.
These materials and other materials filed by MNG in connection with the
solicitation of proxies are available at no charge on the SEC’s website
at www.sec.gov.
The definitive proxy statement and other relevant documents filed by MNG
with the SEC are also available, without charge, by directing a request
to MNG’s proxy solicitor, Okapi Partners LLC, at its toll-free number
(888) 785-6668 or via email at [email protected].

Contacts

MEDIA CONTACT:
Reevemark
Paul Caminiti / Hugh
Burns / Renée Soto
+1 212.433.4600
[email protected]

INVESTOR
CONTACT:

Okapi Partners LLC
Bruce Goldfarb/Pat
McHugh
+ 212.297.0720
[email protected]

leverton

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