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CareerBuilder, Knight Ridder and Tribune
Company to Acquire Headhunter.net
CareerBuilder significantly
increases consumer reach, market share
Knight Ridder and Tribune
to launch new "CareerBuilder" local newspaper recruitment
sections
RESTON, Va. , August 24, 2001 --
CareerBuilder, Inc., Knight Ridder (NYSE:
KRI) and Tribune Company (NYSE:
TRB) announced that they have today entered into an agreement
to acquire HeadHunter.NET, Inc. (NASDAQ: HHNT) for $9.25 per
share in cash, in a transaction valued at approximately $200
million. Knight Ridder and Tribune will each contribute half
of the purchase price.
The transaction brings together two of the
nation's leaders in local and national online recruitment.
CareerBuilder is the country's fastest-growing Web-based recruitment
resource, with more than 4 million unique visitors each month.
Headhunter's site attracts more than 2.5 million unique visitors.
The transaction will significantly increase CareerBuilder's
consumer reach, market share and employer customer base.
Rob McGovern, chief executive officer of CareerBuilder,
said, "The CareerBuilder/Headhunter combination creates
a formidable force that is positioned to close the gap on
Monster. This consolidation creates clearer choices and better
value for employers and consumers. It brings together the
best products and technology, leading expertise and top-notch
services under a single go-to source for online and print
recruitment."
Among CareerBuilder's advantages, McGovern
said, are unmatched breadth, precision targeting and tools
to reach both active and passive jobseekers. "Now, with
Headhunter, we will reach well over 5 million consumers every
month and provide recruitment solutions to more than 25,000
companies. We will be able to capitalize on Headhunter's strength
as a leading national job board, and in staffing agencies
and health care. As a bonus, we acquire some of the best online
recruitment talent in the business."
Joining in the acquisition announcement were
Tony Ridder, Chairman and CEO of Knight Ridder, and John Madigan,
Chairman and CEO of Tribune. "Newspapers have long been
the first place people turn when looking for a job,"
Madigan said, "and the acquisition of Headhunter will
enable us to continue building our share of the fastest-growing
segment of that market - online recruitment advertising -
while maintaining our leadership position in print."
Tony Ridder added, "This is not just a
merger and acquisition story. It is about building a dominant
brand in print and online . . . so that wherever a jobseeker
might be, at a desk, on a train, outside eating lunch, he
has access to CareerBuilder, and CareerBuilder is the service
he thinks of first. Our goal is to build a brand that is synonymous
with building one's career."
Knight Ridder, Tribune to Launch New "CareerBuilder"
Newspaper Recruitment Advertising Sections
To underscore the importance of providing recruitment
solutions across both online and print media, Ridder and Madigan
said that in September, both Knight Ridder and Tribune would
begin branding their newspaper recruitment sections as CareerBuilder
help-wanted. The Chicago Tribune, Los Angeles Times, Newsday,
Philadelphia Inquirer, The Morning Call (Allentown, Pa.),
The San Jose Mercury News, The Miami Herald, The South Florida
Sun Sentinel, The Kansas City Star, and The Ft. Worth Star
Telegraph will unveil these special CareerBuilder print sections
in their Sunday editions beginning September 30. Other Knight
Ridder and Tribune newspapers will follow on consecutive Sundays
throughout October.
"We want to provide best of breed solutions
for employers and jobseekers taking full advantage of both
online and print media," said Ridder. "We have now
brought together market leaders in print with the best of
the online recruitment sources."
Combination creates leading online recruitment
sales force
"Like CareerBuilder, Headhunter has a
high-energy, sales-driven culture passionate about delivering
great solutions for customers," said McGovern. "And
in a fast-growing online market, this relentless customer
focus is critical." CareerBuilder integrated the online
sales forces of Knight Ridder and Tribune with CareerBuilder's
in-house sales group in early August. "We now have the
finest sales and service team to serve our employer and ad
agency customers, bar none."
According to industry analysts, the recruitment
advertising market will total $8 billion in 2001; $7 billion
generated in print and $1 billion online.
Terms of the Merger Agreement
Under the terms of the merger agreement, a
newly formed subsidiary of CareerBuilder's parent, Career
Holdings, Inc., will make a tender offer for all outstanding
shares of Headhunter common stock, including the associated
junior participating preferred stock purchase right issued
pursuant to Headhunter's Shareholder Protection Rights Agreement,
for $9.25 per share in cash, a transaction value of approximately
$200 million.
The tender offer is expected to commence within
seven business days of this announcement, and will be followed
by a second step merger in which shares not tendered will
be converted into the right to receive the same $9.25 per
share in cash. CareerBuilder expects the merger to be completed
in the fourth quarter of 2001 or the first quarter of 2002.
The tender offer is conditioned on, among other things, the
tender of at least a majority of the outstanding stock of
Headhunter. Holders of approximately 27% of the outstanding
shares of Headhunter have agreed to tender their shares in
the offer and to vote their shares in favor of the merger
agreement and against any other transaction, subject to the
provisions of the agreement. If less than 90 percent of Headhunter's
common stock is purchased in the tender, Headhunter shareholder
approval of the merger will be required. The transaction is
subject to other customary conditions, including Hart-Scott-Rodino
clearance. The boards of directors of Career Holdings and
Headhunter unanimously approved the merger agreement.
:: :: ::
This announcement is neither an offer
to purchase nor a solicitation of an offer to sell shares
of Headhunter. At the time the tender offer is commenced,
the acquiring company will file a Tender Offer Statement with
the Securities and Exchange Commission and Headhunter will
file a Solicitation/Recommendation Statement with respect
to the offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER
TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER
DOCUMENTS) AND THE SOLICITATION/ RECOMMENDATION STATEMENT
WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. The
Offer to Purchase, the related Letter of Transmittal and certain
other offer documents, as well as the Solicitation/Recommendation
Statement, will be made available to all shareholders of Headhunter,
at no expense to them. The Tender Offer Statement (including
the Offer to Purchase, the related Letter of Transmittal and
all other offer documents filed with the SEC) and the Solicitation/Recommendation
Statement will also be available for free at the SEC's Web
site at www.sec.gov.
This press release contains certain comments
or forward-looking statements that are based largely on current
expectations and are subject to certain risks, trends and
uncertainties. Such comments and statements should be understood
in the context of the companies' publicly available reports
filed with the SEC, including the most current annual reports,
10-Ks and 10-Qs, which contain discussions of various factors
that may affect each company's business. These factors could
cause actual future performance to differ materially from
current expectations. Neither Tribune, KnightRidder nor Headhunter
is responsible for updating the information contained in this
press release beyond the published date, nor for changes made
to this document by wire services or Internet service providers.
About CareerBuilder, Inc.
CareerBuilder, backed by Tribune Company and Knight Ridder,
is the leading provider of targeted Web recruiting. Through
the CareerBuilder Network, employers can post jobs to pinpoint
exactly the right candidates by location, industry or diversity.
Job seekers can instantly search more than 70 of the Internet's
best career sites, in just a couple of clicks. CareerBuilder
also provides personalized career services and advice. The
CareerBuilder Network is the most powerful career network
on the Web, including careerbuilder.com - the flagship career
center - and the career centers of premier destination sites
including MSN, Bloomberg.com, USA TODAY.com, iVillage.com
and latimes.com, Philly.com, chicagotribune.com and BayArea.com.
About HeadHunter.NET, Inc.
Headhunter, a leading national online recruiting and job awareness
network, empowers candidates and corporations to manage the
job search process. The site features more than two million
resumes and jobs representing 10,000 of the nation's top employers
across virtually every industry. Attracting more than eight
million job seeker visits a month, Headhunter distinguishes
itself by providing job seekers privacy when searching and
applying for jobs, and allows job seekers and job posters
to manage and track the visibility and performance of their
listings. Headhunter is based in Atlanta, Georgia, with offices
nationwide.
About Knight Ridder, Inc.
Knight Ridder is the nation's second-largest newspaper publisher,
with products in print and online. The company publishes 32
daily newspapers in 28 U.S. markets, with a readership of
8.5 million daily and 12.6 million Sunday. Knight Ridder also
has investments in a variety of Internet and technology companies
and two newsprint companies. The company's Internet operation,
Knight Ridder Digital, creates and maintains a variety of
online services, including Real Cities (www.RealCities.com),
a national network of city and regional destination sites
in 55 U.S. markets. Knight Ridder and Knight Ridder Digital
are located in San Jose, Calif.
About Tribune Company
Tribune is one of the country's premier media companies, operating
businesses in broadcasting, publishing and on the Internet.
It reaches more than 80 percent of U.S. households, and is
the only media company with television stations, newspapers
and Web sites in the nation's top three markets.
WEBCAST: CareerBuilder, Knight Ridder
and Tribune Company officials will hold a conference call
with analysts and investors beginning at 10 am CST, Friday,
August 24, 2001. The conference call will be accessible to
the media and general public via Internet Webcast and through
a limited number of listen-only, dial-in conference lines.
To gain access to the call, dial 800/249-3584 at least 10
minutes prior to the scheduled 10 a.m. start. Replays of the
conference call will be available from August 24 through August
31. To hear the replay, dial 800/633-8284. The access code
for the replay is 19604479.
The live Webcast will be accessible through
www.tribune.com and through StreetFusion at www.streetfusion.com.
An archive of the Webcast will be available August 24 through
August 31. |
