MCLEAN, Va.–(

BUSINESS WIRE

)–Gannett Co., Inc. (“Gannett” or “company” or “we”) (NYSE:GCI), announced
today that it entered into an agreement to acquire WordStream, Inc.
(“WordStream”), a provider of cloud-based software-as-a-service (SaaS)
solutions for local and regional businesses and agencies to optimize
their digital marketing services campaigns. The purchase price is $130
million in cash, net of cash acquired, plus up to an aggregate $20
million earnout payable in 2019 and 2020 based on achieving certain
revenue targets. The transaction builds upon Gannett’s existing
data-driven digital marketing services, ReachLocal and SweetIQ.

“This acquisition marks another critical milestone in Gannett’s digital
transformation, enhancing our ability to support businesses and agencies
in our local markets with the intelligent, data-driven marketing
solutions they need to drive growth,” said Robert Dickey, president and
chief executive officer of Gannett. “WordStream’s technology, extensive
data and analytics capabilities together with an experienced executive
team will bring tremendous value to Gannett’s expanding digital
marketing services business.”

In the first year, WordStream is forecasted to contribute approximately
$55 million in digital marketing services revenue and approximately $16
million of Adjusted EBITDA. Gannett anticipates the transaction will be
accretive in the first full year of operations and funded from
borrowings under the Company’s revolver. The acquisition is expected to
close in the second quarter after the expiration or earlier termination
of the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the satisfaction of other customary closing
conditions.

WordStream helps thousands of businesses to harness the power of Google,
Facebook and Bing by leveraging its discovery and recommendation
technologies, intelligent campaign optimization, and online training
programs in its cloud-based SaaS solutions. These Do-It-Yourself (DIY)
solutions provide businesses and agencies the ability to manage and
optimize performance and results on paid search and social advertising
campaigns. WordStream is a proven innovator and delivers a world-class
customer experience. Through WordStream, ReachLocal and SweetIQ, Gannett
will now be able to provide the full spectrum of digital marketing
services from DIY to managed service to any local or regional business
or agency. WordStream will continue to be headquartered in Boston, MA.

“The market for digital marketing services in the U.S. is over $90
billion and consists of both large and small clients. The addition of
WordStream’s best-in-class DIY SaaS solutions significantly enhances our
capabilities and expands our addressable market,” said Sharon Rowlands,
president of USA TODAY NETWORK Marketing Solutions and chief executive
officer of ReachLocal. “WordStream enables us to provide a full range of
digital marketing solutions to Gannett’s large local client base and
grow our digital share of wallet.”

“WordStream is very excited about the opportunity this acquisition
provides our customers and employees,” said Howard Kogan, chief
executive officer at WordStream. “We see tremendous opportunity to
leverage our companies’ combined data, analytics and marketing
technologies to enhance the capabilities that WordStream brings to the
DIY market, thereby accelerating our ability to drive further success
and growth for our customers.”

Jefferies LLC acted as exclusive financial advisor and Skadden, Arps,
Slate, Meagher & Flom LLP acted as legal advisor to Gannett in
connection with this transaction. Houlihan Lokey acted as exclusive
financial advisor and Gesmer Updegrove acted as legal advisor to
WordStream in connection with this transaction.

About Gannett

Gannett Co., Inc.

(NYSE:GCI) is an innovative, digitally focused
media and marketing solutions company committed to strengthening
communities across our network. With an unmatched local-to-national
reach, Gannett touches the lives of more than 117 million people monthly
with our Pulitzer-Prize winning content, consumer experiences and
benefits, and advertiser products and services. Gannett brands include
USA TODAY NETWORK with the iconic USA TODAY and more than 100 local
media brands, digital marketing services companies ReachLocal and
SweetIQ, and U.K. media company Newsquest. To connect with us, visit

www.gannett.com

.

About WordStream, Inc.

WordStream, Inc. provides software and services that help marketers get
the maximum results from their online marketing efforts. WordStream’s
easy-to-use software allows for more effective paid search and social
campaigns with the 20-Minute Work Week, a customized workflow that
guides marketers through steps that can greatly improve their AdWords,
Bing, and Facebook campaigns, plus tools for call tracking, keyword
optimization, and more. WordStream also offers an award-winning PPC
tool, the AdWords Performance Grader, which evaluates users’ Google
AdWords accounts and provides valuable tips for improvement. WordStream
holds premier partner status with Google and Bing ad networks. More
information can be found at

www.wordstream.com

.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include all statements that are not
historical facts. Such statements include, but are not limited to,
Gannett and WordStream’s ability to satisfy the conditions to the merger
and consummate the merger on a timely basis, Gannett’s ability to
integrate WordStream’s operations and employees with Gannett’s existing
business, and economic and other uncertainties affecting the digital
advertising industry generally. The words “believe,” “expect,”
“estimate,” “could,” “should,” “intend,” “may,” “plan,” “seek,”
“anticipate,” “project” and similar expressions, among others, generally
identify forward-looking statements, which speak only as of the date the
statements were made and are not guarantees of future performance. The
matters discussed in these forward-looking statements are subject to
many risks, trends, uncertainties, and other factors that could cause
actual results to differ materially from those projected, anticipated,
or implied in the forward-looking statements. Where, in any
forward-looking statement, an expectation or belief as to future results
or events is expressed, such expectation or belief is based on the
current plans and expectations of our management, is expressed in good
faith and is believed to have a reasonable basis. However, there can be
no assurance the expectation or belief will result, be achieved or be
accomplished. Whether or not any such forward-looking statements are in
fact achieved will depend on future events, some of which are beyond our
control. Except as may be required by law, we undertake no obligation to
modify or revise any forward-looking statements to reflect new
information, events, or circumstances occurring after the date of this
press release. Factors, risks, trends, and uncertainties that could
cause actual results or events to differ materially from those
projected, anticipated, or implied include the matters described under
the heading “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in our Annual Report on
Form 10-K for the year ended December 31, 2017 and in our other SEC
filings.