Carl C. Icahn is not one to relax for long.
Fresh off signing a truce with eBay, the activist investor disclosed on Thursday that he planned to seek two seats on the board of Gannett, as well as to make proposals to prevent the media company from installing defenses against potential takeover bids.
The move by Mr. Icahn precedes a planned breakup of Gannett into two companies, separating out its newspaper unit, which includes USA Today, from its much bigger broadcast operations.
In a public letter to Gannett’s board, Mr. Icahn wrote that many investors expected potential buyers to make offers to buy either of the newly separated businesses. And to do the right thing by those shareholders, he added, the companies should let that happen.
But he professed worry that Gannett would adopt corporate governance measures that could dissuade would-be buyers. To lower those defenses, Mr. Icahn wrote that he planned to propose several changes to Gannett’s current rules, including requiring that adopting a shareholder rights plan — commonly known as a “poison pill” — must have the consent of a majority of shareholders and allowing special investor meetings so long as 10 percent of stockholders agree to them.
And to put additional pressure on the board, Mr. Icahn added that he planned to nominate Michael Dornemann, a former chairman of Bertelsmann Entertainment, and Courtney Mather, an Icahn employee who previously worked at Goldman Sachs.
“After Gannett completes the spin-off, both the publishing company and the broadcasting and digital company will be comprised of extremely valuable assets, and, as others in their industries look to consolidate, I would not be surprised if either company became the target of a takeover attempt,” he wrote in the letter. “If this occurs, the shareholders – the true owners of the company – should have the full and only right to decide whether or not to accept the offer.”
Gannett said in its own response that it was surprised by Mr. Icahn’s aggressive actions in seeking to dictate corporate governance decisions that have not yet been made.
“His overreaching campaign to advance his own agenda will not deter the board of Gannett from continuing to serve the interests of all of our shareholders,” Marge Magner, the nonexecutive chairwoman of Gannett’s board, said in a statement. “As we execute on the separation of our publishing business this year, shareholder interests will remain our priority.”