The NewMedia Gannett merger


Subject to the terms and conditions of the merger agreement, at the effective time of the merger (the ‘‘effective time’’), each share of common stock, par value $0.01 per share, of Gannett (‘‘Gannett common stock’’) issued and outstanding immediately prior to the effective time (subject to limited exceptions, including shares as to which appraisal rights have been properly exercised in accordance with Delaware law) shall be converted automatically into (1) 0.5427 (the ‘‘exchange ratio’’) of a fully paid and nonassessable share of common stock, par value $0.01 per share, of New Media (‘‘New Media common stock’’), and (2) the right to receive $6.25 in cash, without interest (the ‘‘cash consideration’’), plus cash in lieu of any fractional shares of New Media common stock that otherwise would have been issued. New Media stockholders will continue to own their existing New Media common stock. Immediately following the effective time, it is expected that existing holders of New Media common stock will own approximately 50.5% of the outstanding shares of New Media common stock and existing holders of Gannett common stock will own approximately 49.5% of the outstanding shares of New Media common stock.

The value of the merger consideration to be received by Gannett stockholders in exchange for each share of Gannett common stock will fluctuate with the market value of New Media common stock until the merger is completed. Based on the closing price of New Media common stock on the New York Stock Exchange (the ‘‘NYSE’’) on August 2, 2019, the last full trading day before the public announcement of the merger, the exchange ratio represented approximately $5.81 in value for each share of Gannett common stock, and when combined with the cash consideration, represented total consideration of $12.06 for each share of Gannett common stock. Based on the closing price of New Media common stock on the NYSE on October 9, 2019, the most recent practicable date for which such information was available, the exchange ratio represented approximately $4.39 in value for each share of Gannett common stock, and when combined with the cash consideration, represented total consideration of $10.64 for each share of Gannett common stock. New Media common stock is currently traded on the NYSE under the symbol ‘‘NEWM’’, and Gannett common stock is currently traded on the NYSE under the symbol ‘‘GCI’’. We urge you to obtain current market quotations of New Media common stock and Gannett common stock.

  • $ 625 in cash
  • 54 shares of NEWM




Science has become a proper noun. Its hegemony and authority are all but unrivaled. Sitting atop the pantheon of disciplines, it enjoys both prominence and preeminence. All other disciplines look up at it in awe and to it for guidance. If one needs proof of this dominance, one only has to look at the incredible achievements of the 20th century. The progress in that century was perhaps unparalleled in history. Take, for example, my great grandmother who died in the mid-1980’s at the age of 101. In her lifetime, man went from crashing into the sands of Kitty Hawk beach to taking that giant leap onto the Sea of Tranquility. Advancements in technology, medicine, and communication are so common place they have almost become mundane.

Science has even figured out a way to surpass philosophy and theology with those pesky conundrums like “from where did we come?” or “how did something come from nothing?” Biologist E.O. Wilson said, “We can be proud as a species because, having discovered that we are alone, we owe the gods very little.” So confident are we that we’ve answered life’s most pressing questions that the only thing lacking is the Grand Unified Theory. In fact, the late physicist Stephen Hawking, in searching for the GUT in order to explain a universe that can create itself, ended his landmark book A Brief History of Time by saying “it [GUT] would be the ultimate triumph of human reason— for then we would know the mind of God” (191). The proof of science’s dominance, it would seem, is in the pudding, or at least in the primordial goo out of which we are told all life sprang.

In 1876 Thomas Huxley, an agnostic biologist and aptly named “Darwin’s Bulldog,” boldly declared that the theory of evolution was as scientifically verifiable as Copernicus’s heliocentricity. Over a century later, physicist H.S. Lipson epitomized just how far evolution, and indeed modernity, had come. Referring to the broad acceptance of Darwin, Lipson stated that “…evolution became in a sense a scientific religion; almost all scientists have accepted it and many are prepared to ‘bend’ their observations to fit in with it” (“A Physicist Looks at Evolution,” Physics Bulletin 31 no. 4 [1980]).

While science used to be a discipline of observation and testing, it has now become something altogether different. It has become Scientism. Philosopher J.P. Moreland defines Scientism as the erroneous belief that the hard sciences can not only provide a genuine knowledge of reality but are the highest intellectual authority. “Scientism,” he states, “is the very paradigm of truth and rationality” (Scientism and Secularism [Wheaton: Crossway, 2018], 29). Science has become the religion of modernity and scientists, its priests, interceding on behalf of the hoi polloi to bring knowledge and light. The so-called soft sciences must bow and quietly speculate with subjectivity while so-called hard sciences loudly pontificate on the properties of reality.

Sadly, the wholehearted acquiescence to this new belief is most evident in western Christianity, particularly evangelicalism. Moreland states, “…when scientists make claims that seem to conflict with biblical teaching and solid theology, theologians and biblical scholars start ducking into foxholes, hoist the white flag of surrender, and trip over each other in the race to see who can be the first to come up with a revision of biblical teaching that placates the scientists.” If Scientism says that genomic mutation rates prove that men must have evolved from no less than 10,000 hominids, then Adam and Eve must have been nothing more than allegories or mythical archetypes. If Scientism says that homosexuality is inherent, then a glut of Christians rises up to apologize for misreading the Bible for two millennia. If gender is declared nothing more than a psychological construct, then the cisgendered must alter pronouns in the Bible to include Ze and Hir. When commanded to awake from their sociological slumber, privileged Christians must become woke. They must get in line lest they receive the shameful label of ignorant, or worse, skeptic.

But we all may discover Scientism to be a fickle religion as science proves more and more to be a mutable deity. What is proven today can be disproven tomorrow. As telescopes look farther and microscopes look smaller, the mysteries of the cosmos always remain just out of reach. What seemed sure in nature often becomes obscure, like trying to find the once-planet Pluto in the night sky. If the cosmos is all there is or ever was or ever will be, then why does everything have a beginning and end?

While debates on climate have been heating up recently, only a few decades ago in 1975, Newsweek magazine ran an article delineating the scientific consensus that much of the world was on the precipice of entering a new ice age. The author of the article, Peter Gwynne, said in a 2014 mea culpa, “while the hypotheses described in that original story seemed right at the time, climate scientists now know that they were seriously incomplete” (Inside Science, May 21 [2014]). What we thought we knew yesterday was wrong, but what we now know today is definitely right. What was incomplete yesterday is now, they say, most assuredly complete. I wonder what knowledge tomorrow will bring? After all, “who can know the mind of God?”

Contemporary science must therefore recognize its limitations and be willing to once again play the supporting role to philosophy and theology. This will be the subject of next week’s article.


Gandhi on race, sex, and pluralism

Gandhi Is Deeply Revered, But His Attitudes On Race And Sex Are Under Scrutiny


In 1903, when Gandhi was in South Africa, he wrote that white people there should be "the predominating race." He also said black people "are troublesome, very dirty and live like animals." ...

In his late 70s, before he died at 78, he slept naked with his grandniece when she was in her late teens. He said he wanted to test his willpower to abstain from sex. Nowadays, most people would call that abuse. Some question whether the young female was capable of giving consent as a minor to a man who was so revered and so much more powerful than she. ...

The man who assassinated Gandhi, Nathuram Godse, was a follower of Hindutva — Hindu nationalism. Godse wanted India to be a Hindu country and objected to Gandhi's vision of India as a secular, pluralistic democracy. (India is about 80% Hindu but also has one of the world's largest Muslim populations, making up about 14% of the country, or around 180 million people.) "The Hindutva type of ideology considered [Gandhi] to be an enemy because he was talking of secularism and not of Hinduism," says Yogesh Kamdar, honorary secretary of the Mani Bhavan museum and the son of Indian freedom fighters.
Comment: Good read