Gannett Buys Rest of PointRoll From Former CEO For $4.6 million
This story was written by Rafat Ali.
Confused, are you? Well, so was I until I dug deeper into SEC filings from Gannett (NYSE: GCI) over the last two years. In a proxy statement filed by the newspaper company this Friday with SEC, this paragraph raised my interest: "In March 2008, we purchased for $4.6 million the remaining shares in Point Roll, Inc., a Gannett subsidiary, held by Chris Saridakis, who became our Senior Vice President and Chief Digital Officer in January 2008. The purchase price for the shares held by Mr. Saridakis was determined pursuant to the terms of an earn-out established at the time of Gannett's acquisition of Point Roll in 2005. Also in March 2008, we entered into contracts with Ripple6, Inc., an entity in which Mr. Saridakis holds a 10% interest, pursuant to which Ripple6 will provide approximately $2.2 million of computer programming services related to strategic plan initiatives. As our senior management was aware of his indirect interest, Mr. Saridakis did not participate in the negotiation of these contracts. Due to the immaterial amounts involved, the contracts were approved by senior management."
On PointRoll, Gannett bought most of it in 2005...to be exact, previous filings reveal it had bought 92 percent; the rest of it was held by Saridakis, who was previously the CEO of PointRoll. The price at the time was said to be $100 million with some earnout component for the founders. The earnout payment was $7 million in 2006, and Gannett was supposed to pay more for 2007 and 2008. Turns out, it has now instead bought out Saridakis' 8 percent stake for $4.8 million.
Also, Ripple6 is a white label social networking service, in which Saridakis holds a 10 percent stake, and judging from the language, the service may be installed on some Gannett sites, for a contract valued at $2.2 million. Does this mean any favoritism? Well, the language of the filing makes clear that "Saridakis did not participate in the negotiation of these contract." You be the judge
By Rafat Ali