Court backs Lee Enterprises vs. Alden Global takeover bid

In the decision, the vice chancellor noted, among other things, that Lee’s board of directors “acted reasonably in enforcing a validly adopted bylaw with a legitimate corporate purpose” and that Alden “could easily have met the bylaw’s record holder and — by extension — form requirements had it not delayed” in preparing its nomination notice.

As a result of the court’s ruling, Alden’s director nominations will be disregarded, and no proxies or votes in favor of its purported nominees will be recognized or tabulated at Lee’s 2022 Annual Meeting of Shareholders on March 10.

Lee’s board of directors issued the following statement:

“We are pleased that the Delaware Court of Chancery has affirmed the importance of orderly annual shareholder meetings and confirmed the decision by the Lee Board of Directors to reject as invalid the notice of nominations delivered by Alden. Based on the ruling of the Vice Chancellor, Lee will not recognize Alden’s nominations, and any proxies submitted, or votes cast, for the election of Alden’s director candidates will be disregarded.

“We urge shareholders to vote FOR all three of Lee’s proposed nominees — Mary E. Junck, Herbert W. Moloney and Kevin D. Mowbray — at our Annual Meeting to support the continued execution of Lee’s digital growth strategy.”

Lee shareholders are encouraged to visit https://investors.lee.net/2022-annual-meeting to view Lee’s proxy materials and additional information regarding the 2022 Annual Meeting.

In response to the court’s ruling, Alden issued the following statement in a news release:

“Despite today’s ruling from the Delaware Court, we remain steadfast in our commitment to provide Lee with competent leadership that will improve returns for shareholders and the quality of journalism for readers. Our affiliate will therefore be filing proxy materials for a ‘Vote No’ campaign to compel the resignations of Board members who are prioritizing their own interests over what is best for the company. Holding entrenched Board members Mary Junck and Herbert Moloney accountable for their decades of destructive decision-making, value destruction and enrichment at shareholders’ expense is important especially given Lee’s poor corporate governance practices and significant underperformance since the acquisition of Berkshire Hathaway’s BH Media Group publications.”

Lee Enterprises publishes The Times and Democrat and dozens of other newspapers around the country, including the St. Louis Post-Dispatch and Buffalo News.