Gannett Co., Inc. (GCI): Another Win for Carl Icahn as He Reaches Agreement Regarding Publishing Unit’s Governance

Therefore, the latest agreement between Mr. Icahn and Gannett Co., Inc. (NYSE:GCI) is another success for the investor. Under the new corporate governance, the spun-off company will have a Board of Directors that will be elected annually and shareholders with at least 20% of the stock will be able to call special meetings. Moreover, shareholder rights plans will expire after 135 days (unless extended by a majority vote of shareholders) and uncontested director elections will follow the majority voting standard.

Mr. Icahn, aside from the withdrawal of his director nominees and other proposals, also agreed to some standstill provisions. The investor also expressed his position regarding the agreement and said that he is pleased with the deal and that the corporate governance provisions will increase shareholder value. He added another provision that if the board of the spun-off company rejects an unsolicited bid in favor of another one, and permits the second bidder to conduct diligence, then the first bidder will also be allowed by the board to conduct due diligence if they plan to increase the offer above the second bid.

“Similar to our agreements with eBay Inc. and The Manitowoc Company, Inc., we believe this agreement marks another large step forward for good corporate governance. With this agreement, Gannett ensured that SpinCo shareholders will truly have a say in what happens at their company, including the ability to decide for themselves whether to accept an offer for SpinCo if one is made,” Mr. Icahn added.

With Gannett Co., Inc. (NYSE:GCI) announcing its split into two companies and Mr. Icahn’s involvement, investors have been bullish on the company. As our data show, at the end of the last quarter of 2014, the majority of investors raised their stakes in Gannett and 27 funds among those that we track reported holding some $1.08 billion worth of stock, up from $979.26 million the previous quarter. The stock meanwhile lost around 6% in the period between August and December.

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