RESTON, Va. - July 17, 2000 - | Knight Ridder and Tribune Company, two of the nation's leading media companies,
announced today they have agreed to acquire CareerBuilder, Inc.
for $8.00 per share in cash, as well as CareerPath.com, Inc. to
create one of the most powerful local and national online
recruitment networks.
These transactions will bring together CareerBuilder's patented
e-cruiting technology, talent and its already substantial
syndicated career network with the local market strength of
Knight Ridder and Tribune and the significant content and
audience reach of CareerPath. This will establish the
CareerBuilder Network as the nation's most targeted online career
marketplace.
The newly expanded CareerBuilder Network will service the
company's 100,000 plus local employer customer base from
start-ups to Fortune 100s, provide access to over 1.5 million
resumes and millions of quality candidates, and deliver 5 times
more jobs than the closest major competitor. In addition,
recruiters will get one stop access for posting jobs with 100 of the
Web's most widely visited sites. The combined companies'
assets enable CareerBuilder to take precision targeting to the
local level, where more than 80 percent of job seekers search for
employment. This agreement will also lead to the creation of new
and exciting online and offline recruitment services that will deliver
the ultimate one-stop solution for employers.
Tribune and Knight Ridder, leaders in online local information and
services, plan to use their powerful local brands, local sales
teams and existing customer relationships to help establish
CareerBuilder as the leading force in the burgeoning online
recruitment industry.
"This transaction provides value to CareerBuilder stockholders
and strengthens CareerBuilder's business. This next evolution of
the online career marketplace supersedes the first generation
recruitment products and sites. For consumers it means the
most powerful career management experience, featuring the most
sophisticated job search tools that are easy to use and truly
harness the awesome power of the Internet. For employers, it
means bringing more targeted candidates in vs. filtering volumes
of candidates out. This new generation of tools and technology
simplifies their ability to quickly target the right candidate for the
right job," said Rob McGovern, CareerBuilder, Chairman and
CEO.
Dan Finnigan, president of KnightRidder.com, operator of the Real
Cities Network said, "This new venture enables us to create a
win-win solution for advertisers, recruiters, consumers and the
companies involved. Tribune and Knight Ridder bring powerful
ingredients to the success of CareerBuilder - our extensive local
recruitment listings, existing tools from our online classified
products and our world-class sales force of print and online reps."
"By combining CareerBuilder's management team, technology,
and sales capabilities with CareerPath's audience reach as well
as Knight Ridder's and Tribune's strong local market presence
and deep customer relationships, we create a formidable
competitor in the Internet recruitment marketplace on both the
national and local levels," said David Hiller, president, Tribune
Interactive. "CareerBuilder's established market position and
business model advances our online recruitment efforts and puts
us on the fast track to delivering the next generation solutions to
our customers."
"The online recruitment business is a multi-million dollar industry
with explosive growth," said McGovern. "Forrester Research
predicts that online classifieds will increase from $1.2 billion of
online ad spending in 2000 to $8.2 billion by 2005. Recruitment
classifieds count for 50 percent of that growth. This is another
indication that the timing is right for a recruitment business that
can act fast, fluid and flexible to do what's best to compete and
grow with the market. This arrangement is just that."
"The expanded CareerBuilder Network is uniquely positioned to
break through to the next level and deliver on the total integration
of online and offline tools," added McGovern. "So when an
employer needs to hire a financial analyst in Los Angeles they
can make one call to the LA Times and their advertisement will
appear in the Sunday classified section, latimes.com,
careerbuilder.com, MSN.com, BayArea.com and
Bloomberg.com. That's what you call precision targeting -
bringing jobs to where quality candidates live."
Under the CareerBuilder merger agreement, a company jointly
owned and financed by Tribune and KnightRidder.com will make a
cash tender offer for all outstanding shares of CareerBuilder
common stock at $8.00 per share in cash. The aggregate
consideration in the CareerBuilder transaction is expected to be
approximately $200 million. The economic terms of the
CareerPath transaction were not disclosed.
The tender offer is expected to commence within 7 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 $8.00 per share in cash. The companies
expect the merger to be completed in the third or fourth quarter of
2000. Rob McGovern, CareerBuilder, Chairman and CEO, and
James Winchester, a Senior Vice President of CareerBuilder,
have agreed to make a substantial investment in the private
company when the transaction is completed.
The CareerBuilder tender offer is conditioned on, among other
things, Tribune and KnightRidder.com acquiring at least a
majority of the outstanding stock of CareerBuilder. Holders of
approximately 44 percent of the outstanding shares of
CareerBuilder 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.
The CareerPath merger is subject to the closing of the
CareerBuilder transaction. Both transactions are subject to other
customary conditions, including Hart-Scott-Rodino clearance.
The CareerBuilder merger agreement was unanimously approved
by CareerBuilder's Board of Directors based, among other things,
on the unanimous recommendation of an independent Special
Committee of the Board.
For online press kit, facts and further CareerBuilder Network
information, please visit
http://www.careerbuilder.com/announcement/
Note: An investor's conference will be held at 12:00 p.m. EDT,
11:00 a.m. CDT. Details available on First Call.
CareerBuilder Inc. (Nasdaq: CBDR) is the leading provider of
targeted online recruiting, attracting 3 million unique visitors to the
CareerBuilder Network. CareerBuilder's trademark technology,
including its Mega Job SearchSM, provides one-stop-shopping for
all candidates' career needs. Only through the CareerBuilder
Network can employers target both active and passive job
seekers through 30 of the Web's most popular brands including
MSN, Bloomberg, USA TODAY, NBC, Ticketmaster
Online-CitySearch and its flagship career center,
careerbuilder.com. Employer customers include AT&T;, AOL,
Merrill Lynch, Ernst & Young and EDS. CareerBuilder is located
in Reston, Virginia, with offices nationwide. Visit us today at
http://www.careerbuilder.com
CareerBuilder is a registered trademark of Careerbuilder Inc.
Mega Job Search and "my careerbuilder" are service marks of
Careerbuilder, Inc. All other trademarks mentioned in this
document are the property of their respective owners. SOURCE
CareerBuilder, Inc.
Knight Ridder (NYSE: KRI) 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 8.7 million daily and 12.9 million Sunday. Knight
Ridder also has investments in a variety of Internet and
technology companies and two newsprint companies.
KnightRidder.com, its Internet subsidiary, manages the
company's Internet operations. These include a variety of online
services, among them Real Cities, a national network of local and
regional Web sites. Real Cities services include news, classified
ads, entertainment, shopping, search, community publishing,
Internet access and archives. The network comprises 28
KnightRidder.com regional Web sites including content from 31
Knight Ridder owned newspapers. In addition the network
includes 8 non-Knight Ridder partners enabling it to cover 36 U.S.
markets. Both Knight Ridder and KnightRidder.com are
headquartered in San Jose, Calif.
Tribune (NYSE: TRB) is a leading media company with
businesses in 23 major U.S. markets, including 18 of the top 30.
Through its television and radio broadcasting, publishing and
interactive operations, Tribune reaches nearly 80 percent of U.S.
households daily. Tribune Interactive operates leading interactive
news and information sites in major markets across the United
States, and ranks among the top 25
news/information/entertainment networks in the United States.
Tribune Ventures is an industry leader in venture partnerships
with new-media and technology companies. Tribune has $6 billion
in revenues and more than 30,000 employees. A Fortune 500
company in 2000, Tribune, for the third straight year, ranked No.
1 among its industry peers in Fortune magazine's list of
most-admired companies in America.
CareerPath.com was founded in 1995, and is owned by Knight
Ridder, New York Times Company, Tribune Company, The
Washington Post Company, Cox Interactive Media, Gannett
Company, and The Hearst Corporation.
This announcement is neither an offer to purchase or a
solicitation of an offer to sell shares of CareerBuilder. At the time
the tender offer is commenced, the acquiring company will file a
Tender Offer Statement with the Securities and Exchange
Commission and CareerBuilder 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 CareerBuilder, 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
http://www.sec.gov
MEDIA CONTACTS:
Rashmi Turner
Tribune Company
(312) 527-8787 (office)
(312) 222-5761 (fax)
rsturner@tribune.com
Cynthia Funnell
KnightRidder.com
(408) 938-6076 (office)
(408) 938-6098 (fax)
cfunnell@realcities.com
Meredith Leyva
Fleishman-Hillard
(202) 421-6214
leyvam@fleishman.com
Diane Strahan or Barry Lawrence
CareerBuilder
(703) 259-5750/5793
diane.strahan@careerbuilder.com
barry.lawrence@careerbuilder.com
Katherine Sopranos
(312) 312-222-4204 (office)
(312) 222-5761 (fax)
Ksopranos@tribune.com