"After careful review and consideration, conducted in consultation with its financial and legal advisors," Gannett said in a statement, "the Gannett board concluded that MNG's unsolicited proposal undervalues Gannett and is not in the best interests of Gannett and its shareholders. In addition, Gannett does not believe MNG's proposal is credible."
The statement included a comment from Gannett Chairman J. Jeffry Louis saying, "We believe that our future - and that of the industry - turns on thoughtful investments in journalism and marketing solutions, so we can deliver engagement when, where and how our audiences and customers demand it. Delivering on this purpose will deliver value to our shareholders and benefit the communities we serve."
Denver-based MNG, better known as Digital First Media, made the cash offer of $12 a share last month. The company owns about 200 publications in the U.S., including the Denver Post, the San Jose Mercury News, the Orange County Register and the Boston Herald.
In a letter to Gannett's board, MNG Chairman R. Joseph Fuchs said Gannett was "moving in the wrong direction" and has not been successful as a public company investment.
"As Gannett's largest active stockholder," Fuchs said in the letter, "with insight and expertise in the Company's core newspaper business, we ask the Board to shift its focus away from questionable digital acquisitions and finding a new CEO to pursue them, and toward consideration of strategic alternatives."
Gannett shares climbed as high as 20% upon news of MNG's offer but were down 1.5% in premarket trading Monday.
Gannett said in its response that "despite its assertions to the contrary, MNG never sought to engage with Gannett regarding an acquisition of the company prior to the appearance of the Wall Street Journal article on January 13, 2019, or prior to Gannett's receipt of MNG's letter and MNG's public announcement on January 14, 2019, despite the fact that MNG and Gannett management are well known to one another and in fact are partners in significant operations."
Gannett said MNG's proposal provided "no information about how MNG would finance the transaction and failed to address potential regulatory risks and other fundamental issues that Gannett considered important to its assessment of the proposal."
Gannett said the company sent a letter to MNG, offering to arrange a meeting between representatives of both companies, including two of Gannett's independent directors.
"Gannett posed questions to MNG that are routinely addressed by someone making a credible, public, unsolicited takeover proposal: Can MNG fund it? Can MNG close it?" the statement said.
MNG Enterprises didn't immediately respond to a request for comment.