MNG said it will offer $12 per Gannett share, representing a premium of 23 percent to the company's close on Friday.
In a letter sent to Gannett's board, MNG said it had approached the company's board and management on multiple occasions about a potential combination, but Gannett had not "meaningfully engaged".
Gannett, whose shares rose 20 percent to $11.70 in trading before the bell, said it will review the proposal. MNG said it could also ask for changes to Gannett's board composition.
Faced with declining advertising and circulation revenue in the print media industry, Gannett has made significant investments in the digital media sector.
The company is also in the middle of finding a successor for its current Chief Executive Officer Robert Dickey, who is slated to retire in May this year.
MNG, which has a 7.5 percent stake in Gannett, opposed the latter's digital acquisition strategy and said a sale of the company is the best path forward. It also urged Gannett to hire an investment bank to conduct a review of options.
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