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Updated: Gannett Buys Rest of PointRoll From Former CEO For $4.6 million

imageUpdated below: 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; some part of the rest of it (8 percent) 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. And now, Gannett has bought out Saridakis’ 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…

Update: Gannett PR points out that the payment to Saridakis in March 2008 was determined by the contract signed in 2005 when Gannett acquired PointRoll. He would have received the amount whether or not he had been hired as Chief Digital Officer for Gannett.

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Mar 16, 2008 12:57 AM ET
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Posted In: Money, M&A & Venture Capital, Mergers & Acquisitions, Companies, Gannett, chris saridakis, pointroll

  • Jeff W

    No problem Ali.  I just checked the historical Gannett filings and I think they sold the remaining 8% in equal parts in March 2006, 2007 and 2008.  This is in addition to the $100mm sale in June 2005.  So, that would mean that these guys were paid a lot more over the three years.  According to my calculation, Saradakis probably made $4.6 mm times 3, and that is just the earnout portion of the deal!).  The filings do not say how much of the original $100mm he got when he sold in June 2005.

  • Rafat Ali

    Jeff
    Thanks on the clarification…you might be right. I have updated the post to reflect that ambiguity…

  • Jeff W

    I think your information might not be that accurate.  Saradakis was one of three remaining shareholders that sold their shares in equal parts over the past three years (8% over three years equally each year; 2008 was the last year).  So, when he sold his "remaining" interest for $4.6mm it is most likely only 1%.  The other shareholders was the other co-founder Gelles and head of sales, Ellenthal.

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