Stock Market Ignores War Between Big Tronc Shareholders

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There is a war for control of newspaper publisher Tronc Inc. (NASDAQ: TRNC). It pits Tronc’s two largest shareholders against one another. Whether or not the speculation about the fight is true, the market could not care less. After an increase of just over 2% Wednesday, when the alleged feud was first reported, shares were flat Thursday morning on light volume of less than 7,000 shares to $13.40. Based on this trading pattern, most people who follow the stock think nothing of substance will come from the situation.

The reason for the battle, if there is one, has been triggered by a fight between Chairman Michael Ferro, who holds just less than 25% of the stock through Merrick Ventures, and vice chairman and billionaire, Patrick Soon-Shiong, who owns 24% through Nant Capital. Soon-Shiong was not renominated to his board seat, which essentially means he was kicked off.

According to a Bloomberg report, Tronc’s board believes Soon-Shiong made purchases of the stock that violated company policy because he may have had information about earnings. Bloomberg also reported Soon-Shiong is upset about Ferro’s use of corporate assets.

The Los Angeles Business Journal had speculation of its own:

L.A. biotech billionaire Patrick Soon-Shiong has upped his stake in Los Angeles Times parent tronc Inc. to 24 percent, nearly overtaking tronc’s largest shareholder, Michael Ferro, in a move that may further stoke rumors he could be positioning himself to make a run at the company.

There is no solid information that this take on the situation is true.

The reason for the lack of excitement about a potential deal, which would drive the shares higher, may be that when Gannett Co. Inc. (NYSE: GCI) offered about $18 a share last year, many experts believed the price was too high. Ferro and Soon-Shiong may believe that and be unwilling to pay a high premium for Tronc.

Another reason neither investor may push hard for a buyout is that, although there is some evidence Tronc is in the early stages of a turnaround, its margins are small and its revenue falling.

Yet another reason the share price is soft is that Gannett was punished by Wall Street when it made a run at Tronc. Its board may believe that a new offer would just cause another round of punishment from large shareholders

Finally, neither investor can take a position of more than 25% of the common shares. That makes an outright offer for the entire company extremely difficult, because the board would need to remove the poison pill with the 25% stipulation.

If Soon-Shiong did make an “inappropriate” set of trades, the story may be as simple as a board that wants someone who broke the rules pushed out.