Reston, Va., Friday, 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, The Philadelphia Inquirer, The Morning Call (Allentown,
Pa.), San Jose Mercury News, The Miami Herald, The South Florida Sun Sentinel,
The Kansas City Star, and The Ft. Worth Star-Telegram 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.